


The Amazing Spider-Girl

by Emily_F6



Category: Marvel Cinematic Universe, Spider-Man (Tom Holland Movies), The Avengers (Marvel Movies)
Genre: F/F, Female Peter Parker, Gen, Peter Parker Needs a Break, Peter Parker Needs a Hug, Peter is Penny, Tony Stark Has A Heart, because Peter is a girl
Language: English
Status: Completed
Published: 2020-06-09
Updated: 2020-06-22
Packaged: 2021-03-03 20:28:12
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 15
Words: 42,456
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/24631561
Author URL: https://archiveofourown.org/users/Emily_F6/pseuds/Emily_F6
Summary: After being bitten by a spider on a field trip to Oscorp, Penny Parker is forced to go on the run with her girlfriend when she finds herself being hunted by Norman Osborn.  Written for Irondad Big Bang 2020!
Relationships: Michelle Jones/Peter Parker, Peter Parker & Tony Stark
Comments: 156
Kudos: 330
Collections: Irondad Big Bang 2020





	1. Run

**Author's Note:**

> My artists for this story were @myyszka and @mochi-muncher, with the beautiful promo art at the beginning of this chapter by @myyszka! Thank you so much!!

Penny Parker tapped her pencil on her desk, staring down at her chemistry home that she could not, for the life of her, manage to focus on. She’d been at it for thirty minutes now, getting started as soon as she’d returned from her patrols, and had managed to answer exactly two questions. Sighing, she glanced at her backpack where her suit was stowed away, checking compulsively to make sure it wasn’t sticking out. She’d just gotten back from patrolling, something her aunt and uncle could not know about. The Spider Girl of Youtube was getting a little bit famous, at least in New York, despite the fact that she’d only been doing this for a couple of days, and she knew that she was only one slip up away from her guardians finding out what she was really doing after school.

Unfortunately, she had a ton of homework to make up from the week she’d been sick right after their field trip...right after she’d wandered off and come face to face with a radioactive spider.

Penny had been excited about the field trip to Oscorp, her girlfriend less so. Michelle had spent most of the trip muttering about corporate greed and exclusivity in the science community, something Penny had ignored for the most part. It was close to the end of the school year, a long summer spent with Ned and her brand new still somewhat secret girlfriend stretching out in front of her, and she’d be fifteen in four months, just in time for the new school year. Everything had been looking up.

And then she’d snuck off in the middle of the tour. 

In her defense, it had gotten boring. The tour guide had been talking about their budget for new research and development, and Flash had kept asking inane questions that the lady showing them around had taken great pains to answer. So Penny had asked their teacher if she could use the bathroom, hoping to see a little more on her way. He’d started to say no, but she’d told him she was on her period and as if she’d said the magic word, she’d been allowed to wander off on her own in the direction of the bathrooms around the corner and down the hall.

That’s when she’d spotted the partially open door, left ajar just enough to pique her interest, especially considering the ‘restricted’ sign on the wall beside it. She’d just meant to take a quick peek. 

Now, there were only about five weeks left in school, and their finals were coming up, so her excuse about homework and studying held up. She usually studied with her friends after school, and MJ had seemed a little suspicious, but they hadn’t questioned her much. She was helping people now, she rationalized. So she had to lie to her friends...she didn’t know how to tell them the truth.

After the spider bite, Penny had immediately felt sick, but it had only gotten worse as the day had gone on. When she’d gotten home from school, she’d gone straight to bed, and had woken in the middle of the night to a fever so hot it had felt like she was boiling. She’d tried to get up and get her aunt or uncle, but as soon as she had put weight on her legs, they had buckled, and both her aunt and uncle had come running at the noise.

She’d been sick for five days. Five days of throwing up everything she tried to eat or drink and five days of pain and a fever until finally she’d woken up in a hospital bed. The doctors had been confused, but had chalked it up to a miracle and had sent her home where she had learned that she was strong...stronger than she’d ever been. And that she could climb walls! Her senses were heightened, her reflexes fast, and as soon as she’d gotten back to school, she’d started working on a formula to design her own webs. And webshooters.

She could swing from buildings and stop bad guys! She could be a superhero!! 

Her homemade suit, little more than a hoodie and sweatpants, was shoved in the bottom of her backpack, and her webshooters were small enough that she could wear them under her long sleeved t-shirt. When they were folded away, they looked enough like bracelets that she sometimes just wore them when she was sitting in her room after patrols, but she always made sure to take them off before dinner. The idea to go on patrols had come a few days after the ‘flu’ that had kept her bedridden, and she’d gone out four times now without being caught. 

It was addictive. Helping people. Swinging from buildings. Pretending she was a hero. Penny saw how people got used to being vigilantes. She could stop bad people. Web them up and leave them for the police. And she wasn’t hurting anyone. She had plans for a better suit, all sketched out in one of her notebooks. All she needed was access to better materials. And advanced lab equipment. And a lot of money.

She allowed herself to daydream about that for just a moment. Maybe, one day, she could get an internship with Norman Osborn. Or even better, Tony Stark! She could work in the lab and make her own suit and then, Tony Stark would see how smart she was and he’d somehow find out her secret and...and then, he would invite her to join the Avengers! He would tell her how brave and resourceful she was and he would tell her that the Avengers could really use a kid like her. 

A knock on the door interrupted her daydream and Penny put her pencil down, tilting her head. Her phone was turned on vibrate and sat beside her on her desk. She glanced at it, wondering if she’d missed a message from her aunt or uncle telling her that they were having a guest for dinner. Flipping it over, she stared at her home screen. No message. 

Pushing herself to her feet and sliding her chair back, she moved as quietly as she could toward the door and listening. Maybe it was a salesman or something. Or one of their neighbors. Her uncle was the one going to the door and she opened her own door just a crack. She couldn’t see the front door from her bedroom, but she could hear a little better. Could hear her uncle greeting someone, asking if he could help them.

And then silence. Penny strained to hear...her hearing was a lot better than it had been, but she only heard footsteps and their door shutting...and then she heard her uncle’s heartbeat speed up.

“Look...if you want money…”

“Where’s the girl?”

“What?” her aunt asked, voice shaking, and Penny felt her stomach drop. No. This couldn’t be happening. No way. Not to her. Not in the middle of the evening on a random Friday evening. 

“Penny Parker. Took a field trip to Oscorp last week. Your niece. Where is she?” 

Penny backed away from her partially open door, blood frozen in her veins. They wanted her. Because of the spider bite? Because of her patrols? How could they know who she was? 

“She’s not home yet. What did you need?”

“We need her to come with us. Mr. Osborn needs to speak with her.” 

Penny took another step away from the door, hands shaking at her sides. No. Her brain refused to take any of this in. It wasn't happening. They didn’t know who she was. Why would they even want her? 

“You’re not taking our niece anywhere!” May snapped, cold steel in her voice. 

“Penelope has something that belongs to us.” The man’s voice was flat. Cold. Unfeeling. But deadly serious.

“Listen, you need to leave or I’m calling the…”. Her uncle’s voice was cut off, and Penny slammed her hand over her mouth at the sound that came next...a gasping cry from her aunt. A gurgling from her uncle. And then a crack...a thump…the sound of two bodies hitting the floor. 

The world went quiet. New York was never quiet. Penny was always surrounded by the rush of traffic and the crying of babies and the sizzling of other people cooking. Shouting. Laughing. Fighting. Always. The world was never quiet to Penny, especially not anymore, with her advanced hearing. But now goosebumps shot up and down her arms, her whole body suddenly cold, the world a muffled blur as she backed away from the door. There were always three heartbeats. Ever since she’d gotten her powers the week before, there had been three heartbeats, hers and the two she’d come to know like the back of her hand. When those men had stepped through the door, there had been five.

Now there were only three again. 

No. No. No. No.

“Search the apartment. See if she’s here.” 

Penny’s body moved without her knowledge it seemed, her hand turning the doorknob and pushing the door shut as quietly as she could, then turning lock of her bedroom door to give herself just a little more time. Legs carrying her to her backpack and throwing it over her shoulder. A hand grabbing her laptop and shoving it in her backpack beside her homemade suit. Then the same hand picked up her cellphone.

A cellphone. They could figure out who she talked to. They could find her. They could trace her.

Penny squeezed the phone and stepped over to the open window, the device turning to dust in her iron grip. What else? Her brain shot suddenly into overdrive, focusing only on the mission at hand. Get out. Get what you need and go. Her purse. She had a $20 bill in her wallet, along with some change and her school ID. Tampons. A picture that MJ had drawn her. Penny threw the bag over her shoulder, then slid the window open as footsteps approached. 

A hand jiggled her doorknob as she climbed out. “This one’s locked!” 

She ducked under the window and looked around. No one was in the alley below. All the windows she could see were empty. So she turned and began to climb up the side of the building, avoiding windows as best she could, moving more quickly than she ever had. Finally, gripping the ledge of the roof, she yanked herself up, then sat down. No. Fell. She fell, legs crumbling and depositing her on the rooftop.

Keep moving. She had to keep moving. Pulling out her suit, she put it on, yanking the mask and goggles over her face. She had to keep going . They had killed…

Her brain went blank then, protecting her from herself, and she forced herself to zip the backpack and throw it over her shoulder. Keep moving. Keep going. Not safe. She ran to the edge of the roof and shot a web, her only goal to get as far away from her apartment as possible. 

But where could she go? 

The answer came to her almost immediately.

Penny and MJ had kissed for the first time right before the field trip. Not in front of anyone, although Penny didn’t think anyone from their school would have said anything. Well, maybe Flash. Still, they’d been hanging out more and more, with and without Ned, and it had been their third friend that had been texting Penny the night before. Things had been different lately, and Penny had been able to tell. Michelle had sat right next to her the last time they’d studied together, their knees touching, and every second had made Penny’s heart beat fast. That night, Ned had texted her, ‘Are you guys ever going to kiss or what?’

Michelle had been Penny’s friend for almost six years. They’d had a million sleepovers and MJ had spent time at Penny’s place when her parents had been fighting. And Penny had spent plenty of time at MJ’s. They’d fought and made up and played together and laughed together, and on the day of the field trip, Penny had pulled MJ aside, the two of them going alone into the girl’s bathroom, and after making sure the stalls were empty, Penny had blushed hard and tried to get through the speech she’d practically memorized.

MJ had cut her off halfway through, a hand on Penny’s upper arm pulling her close, and that’s when they’d had their first kiss. In a high school girl’s bathroom. 

It had been perfect.

Maybe that was why Penny’s feet led her to Michelle’s apartment building, hand yanking her goggles off and shoving them into her backpack, still wearing the hoodie and the sweatpants. Up four flights of stairs...she couldn’t work an elevator. Couldn’t think. Couldn’t do anything but move forward until she was at the door that was as familiar as her own. Lifting a shaking hand, she knocked four times, hoping against hope that her girlfriend’s parents weren’t home. 

No one but Ned knew about them. Penny had started to tell May and Ben a thousand times, but the timing had never been right, and besides, Penny had been really sick for days and her aunt and uncle had been so worried. She hadn’t wanted to put another thing on them. Not that they’d be upset...she didn’t think. Still, it was kind of fun to have a secret girlfriend. A few kids from school probably knew, but no one had said anything. And she was 100% sure that Michelle hadn’t told her parents. They weren’t exactly the most open-minded people.

When the door swung open, Penny felt a rush of relief. MJ. And then a rush of horror. What had she done? What if she’d lead them right to MJ? The other girl stared at her for a moment, and Penny opened her mouth to speak, but Michelle pulled her inside before she could, shutting the front door, then leading her into her bedroom and shutting that door too. 

“Penny? What happened? What are you wearing?” the other girl hissed.

Like a blanket had been yanked off of her, Penny felt the whole world come rushing back, and she gasped at the feeling, trembling hands coming up to cover her ears, fingernails digging into her scalp, knees buckling before MJ caught her just in time. 

They were gone. They were both gone. 

Norman Osborn had sent someone to take her and they were gone and now those men were after her! Her brain seemed to fly back and forth from one terror to the other. Ben and May were dead and Norman Osborn wanted her for reasons that couldn’t be good. Would he kill her too? 

“Penny!” MJ cried, arms around her, the two of them awkwardly balanced in the middle of her room. “What is it? What’s wrong?” she demanded, and her voice only shook a little.

“I’m...the Spider...at Oscorp and…”

“Here.” MJ cut her off, leading her over to the bed, Penny stumbling a little before finally sitting down. Her girlfriend kneeled in front of her, one hand on her knee. “Penny? Do you need to call Ben? Or May?”

That’s when the dam broke, and it hit her...really hit her. She could never call them again. She’d heard their bodies hit the floor. She’d heard their hearts stop. They were dead they were dead they were dead! She sobbed, trying uselessly to cover her face, but MJ moved to the bed beside her and wrapped her arms around her, holding her tight. 

“They’re dead...they...they killed May and Ben!” The pain was like a physical pain in her chest, a kind she’d never felt before. Even when her parents had died...she’d been so young. Too young to feel it this strongly. She hid her face in MJ’s shoulder and sobbed and shook for what felt like hours, trying to breathe around this new pain in her chest that ebbed and flowed, sometimes getting so intense that she couldn’t take a breath. The world was too loud, the lights too bright, and the pain was too much to live through. 

But she did live through it. That was the worst part, Penny thought when she finally managed to stop the tears, her whole body filled with an all-encompassing numbness. They were dead and she was alive and it wasn’t right. It was her fault. They’d killed her aunt and uncle because of her! 

Michelle disappeared for a second, then returned with a glass of water that she pressed into Penny’s hand. Penny had somehow wound up under the covers, sitting up against a pile of pillows, and she drank the water on autopilot. Michelle sat down in front of her, looking more rattled than Penny had ever seen her, and she thought again that this wasn’t fair. She would have to run. Hide. Somehow. She would have to find a place where Osborn’s men couldn’t find her. She couldn’t contact her friends or go back to school...couldn’t risk leading them to anyone else she loved. Still, she couldn’t make her legs move. Couldn’t force herself to her feet, or her eyes away from her best friend. 

“They’re dead?” MJ asked, voice hesitant. Penny nodded. “Who killed them?” 

Penny took a deep breath. She’d have to tell the whole story. So she started with the field trip. Her new powers. She admitted that she’d been lying to everyone, and that she’d been going on patrols as a superhero trying to save people. She told Michelle about the men from Oscorp and how they’d come into her apartment and how she’d heard her aunt and uncle hit the ground and go silent. How she’d run. 

“I didn’t stop them. I should have stopped them,” she whispered, her whole body shaking, still feeling so numb and terrible but knowing that the pain would come back. 

“They had guns. You couldn’t have stopped them.” MJ argued, shaking her head and gripping Penny’s hand. “This wasn’t your fault.”

“They were looking for me. And they’re not going to stop...I have to go. I have to hide.” 

MJ, bless her, didn’t tell her that she should call the police. She had even less faith in the system than Penny did. Instead, she nodded, eyes downcast. “Where are you going to go?”

“I don’t know. I have to leave New York and..and find a place to hide. Until...until they forget about me or…” It sounded stupid even to her. They weren’t going to forget about her. She’d even thought about trying to find a superhero to help her, like Captain America or Iron Man. But Osborn was a billionaire like Tony Stark. What if they knew each other? What if Mr. Stark turned her in? She couldn’t risk it. Didn’t dare. 

“Okay.” MJ nodded as if she’d made a decision, eyes going almost cold. “Okay. We have to get to work then.” 

Penny paused, wiping her eyes and turning to her girlfriend who had jumped up and was opening her closet. “What?” She asked, sitting up a little more.

“If we’re running away, we’re going to need new clothes. And new looks. My cousin cuts hair...well, she’s learning to cut hair, so she can do ours for free. I’ll run to the thrift store and get clothes. You need to sleep for a little bit. No one’s going to come looking for you here right away. We have to get rid of your laptop...we can wipe everything, put anything you need on a flash drive, and then we destroy it. You have those weird powers...tonight after dark, can you swing over to the river and drop it in?”

“MJ…” Penny started, but her girlfriend kept going.

“I can’t exactly google ‘how to disappear’ right now, but I know a guy...well, my dad knows a guy and he won’t tell anyone anything if I pay him enough. He can get us fake IDs. Like, the good kind. I can pick up some box color from my cousin too, and we’ll dye your hair. Or bleach it.” She gave Penny a critical look, then nodded. “It won’t look as good, but it’ll be harder to recognize you. I’ll get mine cut off.”

“Michelle…”

“I’ll get a message to Ned. We’ll tell him what happened, and tell him that he’s our...what’s it called? In those movies you guys like so much? When the guy sits behind the computer monitors and tells the spy what to do or….”

“MJ, this isn’t a game!” Penny cried finally, cheeks flushed, eyes still hot, and her girlfriend paused as she was pulling a jacket out of her closet. “I’m talking about running away. For good. Like, dropping out of high school, giving up on college, no one can ever find me, running away. I can’t drag you into this. We just started dating less than two weeks ago and…”

MJ strode over to her, dropping on the bed and looking Penny right in the eye. “How long have we been friends?”

Penny swallowed hard, eyes hot. “I...years. Like, almost our whole lives.” 

“Do you seriously think I’m going to let my best friend in the world do this alone?”

“It’s dangerous. If they find me…”

“They won’t.” MJ insisted. “Because we’re going on the run. My sketchy-ass family is full of contacts that can help us . We’re going to be new people. No one will ever know what happened to us. We’ll be two more teenage runaways from Queens and everyone will forget about us in a year. Hell, if you’re lucky, the police will think that whoever killed your aunt and uncle took you.” Penny flinched but MJ plowed on. “I know this isn’t a game. And if it hadn’t been for you and Ned, I might have run away a long time ago. I’ve thought this through. I know what to do. So you get some sleep, and eat something. My dad’s on a bender. He just left yesterday and shouldn’t be home for at least three more days. My mom’s working an overnight shift. I’ll be gone for two hours, tops.” 

“But if they come here…” 

“If they come here, get out the window and get out. Here.” She pulled her own cellphone out of her pocket. “I’m going to get some burner phones too. Prepaid. One for Ned, one for each of us. I’ve got my tablet on me, so if you need to, send me an email. I’ll be checking.”

The world seemed to be going too fast as Penny stared into the eyes of her best friend. “You’re serious.”

“When am I ever not?”

Even though it was selfish, even though she knew that putting this burden on her girlfriend was wrong, Penny couldn’t help the rush of relief, or the tears that pricked her eyes. She opened her arms and MJ moved forward into them, squeezing her back just as hard. “I didn’t want to be alone,” she whispered shamefully. She had superpowers, Penny thought. She should have been braver than this.

“You won’t be,” MJ promised, and then the other girl was off, purse slung over her shoulder, and Penny felt as though her strings had been cut and she closed her eyes, collapsing on the bed.

  
  



	2. On The Run

_**Thank you so much to everyone who has been reading and reviewing!** _

When she woke, it was to MJ touching her arm. For a moment, she jumped, heart in her throat. Had they found her? Had it been a dream? But, of course, the answer to both of those questions was no. 

“Hey. I brought food. You need to eat something, and then we have to go. I got us some new clothes and new backpacks.”

The clothes in question were in a plain plastic bag, and the two ratty-looking backpacks were both black and nondescript. For a moment, Penny wanted to laugh. What were they doing? This wasn’t a movie. Kids couldn’t just run away from home with new clothes and expect to never be found. But then she remembered the men in her living room, and the sounds of her aunt’s heart when it stopped beating. This wasn’t a movie...and this had to work. 

The alternative was unthinkable.

They shoved their new used clothes into their new but used backpacks and Penny changed into one of the outfits, privately hoping that the pants and shirt had been washed before being sold. At least the underwear MJ had bought were new in a package. Still, she didn’t dare complain, not when she was facing the actual prospect of running away. They were running away.

It was the only thought going through her head as she ate the fast food that MJ had picked up. They were actually running away. 

Her girlfriend took the lead, locking her front door and dropping her key into her pocket. Then she pulled the backpack on, Penny following down the stairs and the two headed down the street. It was almost dark. Thankfully it was just a little cold out, so their hoods weren’t going to draw attention. Summer vacation was coming up soon, Penny thought, but it was immediately replaced by another. They were running away. It didn’t matter if it was summer or spring or whatever...they were running away. They wouldn’t go back to school. They wouldn’t get to go home. They were actually running away.

MJ’s cousin lived less than a mile away, and the girl turned out to be only a few years older than them, fresh out of high school and into hair cut school or whatever the hell they called it...Penny didn’t know. Couldn’t make herself think. Either way, the woman offered them drinks and MJ disappeared again, presumably talking on the phone in the other room, while the woman chopped off most of Penny’s hair, leaving her with a mostly even bob that barely reached her chin. 

Then she put the bleach in. Penny flinched when it burned her scalp and itched, but that was when MJ came back into the room, her cousin leaving for a moment. Maybe just to give them space. “Okay. We’ll stay here for tonight. Mina already said it was okay.”

Mina, Penny thought, must be the name of her cousin. Her brain was on a lag like her old computer before she’d rebuilt it from parts she’d found in the dumpsters outside old electronic stores and pawn shops.

“We’ll get our IDs tomorrow, and then we’ll get a greyhound ticket. We’ll be out of here by noon.”

Penny just nodded, and Michelle reached out, gripping her hand. 

“Hey. We’re going to be okay,” Michelle whispered. “We’re almost fifteen. We can make ourselves look older. Get jobs. And maybe...maybe they’ll give up. Maybe they’ll stop looking for you.”

She squeezed Michelle’s hand and forced a smile. She didn’t believe it, not for a moment. Why would they ever stop? They wouldn’t...not unless they thought she was dead. “MJ?” She asked suddenly, eyes wide. “How hard would it be for us to fake our deaths?”

While MJ worked on the practical end of things...talking to friends of friends of her father who would rather jump off the Brooklyn Bridge than talk to the cops, Penny waited for her hair to turn blonde, then waited for the dye that would make it a softer blonde and hopefully not fry her hair to process. It took hours, and Mina chatted the whole time about her own life...her boyfriend and her classes at beauty school (that’s what it was called!) and how she wanted to open her own salon. She was on step four of her business plan when MJ came in with more fast food and Penny wondered how much money her friend had squirreled away. 

She had said that she’d been planning her own escape for a while...if it hadn’t been for Penny and Ned. 

That night, Mina went out with her boyfriend and told them she’d be staying at his place while they shared her bed. It was nice of her, and Penny wished she’d had the presence of mind to thank her. But all her brain seemed capable of was one step after the other. Get everything in line so that they could escape. Don’t let those men from Oscorp find her. Surely they’d figure out who her friends were sooner or later. Had they expected her to go to the police? 

Would the blood and her laptop and their old backpacks, all left in an alley across town, fool the police? Could they really start over at fourteen? Were they really doing this?

True to her word, Penny and MJ were on a greyhound out of town by noon, complete with two IDs that said they were sixteen and seventeen, with MJ just a few months older. With their haircuts (MJ had gone for a cut so short that it no longer covered her ears) and Penny’s decent dye job, they did look older. Maybe even a little tougher. Penny’s suit was in the river. Her aunt and uncle were dead. She had no family left. All they owned were a few outfits from thrift stores, MJ’s stash of money, and their new burner phones.

Every time Penny closed her eyes, she saw her aunt and uncle. She heard their bodies hit the floor. She’d just left them there. How could she have left them there? But every time she started to doubt that decision, MJ must have seen it on her face because she reached out, gripping Penny’s hand in hers. 

“We’re fine. We’re going to be fine.” The words were whispered over and over as the scenery changed from tightly packed buildings to the interstate going south, and finally, Penny closed her eyes and leaned her head against the window, her backpack at her feet. She must have slept. Thankfully, she didn’t dream. 

Penny didn’t wake until Michelle shook her. Bathroom break. Then some cheap food by the bus stop, then back on the greyhound. Doze. Stare out the window. Talk with MJ. Stop. Bathroom. Food. Repeat, repeat repeat until Penny felt like her whole brain was mush and all she could do was follow her girlfriend’s instructions. And that was fine. MJ seemed to know what she was doing. That she was just trying to survive...to keep putting one foot in front of the other. Penny knew they would have to stop at some point and actually figure out the next step, but for now, all she could do was sit on that bus, ignore strangers, and try to forget what had happened only two days ago. 

They got off the bus in Tennessee, a town so far south it was practically in Alabama. Penny didn’t ask why MJ had picked that particular town until they were back on another bus that did take them to Alabama. The city they finally found themselves in was huge and sprawling, with a homeless population that seemed almost as big as New York’s. Penny knew that was a good thing...well, for them, anyway. What better place to hide? 

They walked from the bus stop to a cheap motel, MJ paying cash, and the two of them headed for their room. There was only one floor, and MJ made sure to lock the deadbolt and close the curtains, and the two of them dropped onto the single bed, barely stopping for long enough to take their backpacks off. And then, they slept for what felt like two days. ‘

Penny didn’t dream, and when she finally woke up, she was grateful for that. The world felt strange and far away, but when she opened her eyes, she didn’t for a moment forget where she was, no matter how badly she wanted to. A motel in a huge city in Alabama. She’d never even been out of New York, except for the occasional field trip to surrounding states, and now she was in the Deep South with her girlfriend. They were runaways, complete with ratty clothes and fake IDs. 

She didn’t want to think about it, but she also didn’t have a choice. May and Ben were gone, and it felt like every time her brain seemed to accept it, or at least go dormant for a while, it would hit her all over again. Dead. They were dead. She was an orphan. Again. She curled up on the bed, rolling over to face the wall and silent tears trailed down her cheeks and dripped off her nose. They were gone. They were gone they were gone they were gone!

And they’d died because of her. 

Beside her, she heard MJ stir, but Penny didn’t turn away from the wall. They were friends. They were dating. They had run away together. All of these things felt strange and separate, and Penny had no idea how to process any of them. Not when Ben and May were dead. Not when she’d been in her apartment less than two days ago, just doing homework like any other night. What had been the last thing she’d said to May? To Ben? What had their last words been? Had they known how much she loved them? 

MJ climbed out of bed, and she felt the blankets shift until they were pulled up to her shoulders. She closed her eyes, listening until she heard the shower turn on, and then she pushed the blankets off, placing her feet on the floor and staring at the wall. What were they doing? How long would they be staying at the hotel? Would they be able to find jobs?

Penny opened her backpack and pulled out the ID she hadn’t looked at yet. It said she was from Connecticut, and that her name was Penelope Johnson. Wondering why they’d kept the first name the same, she looked through the rest of the wallet. It was empty...just the single driver’s permit. She had so many questions. So many worries. But for the moment, all she did was wait for MJ to get out of the shower, giving her girlfriend a quick smile, then taking a long, lukewarm shower of her own. 

It wasn’t until they were both clean and dressed that Penny asked. “How long are we staying here?”

“I paid for a week.” MJ told her, running a hand through her newly short hair. 

“How much money do you have?”

“Not much after that. I’ve been saving up for a while.”

“To run away?” Penny asked, somewhat incredulous. 

MJ shook her head. “To move out as soon as I could. Mina said she’d let me rent an apartment in her name if I got a job when I turned sixteen. I’ve been saving up for almost two years.” 

Penny had known that MJ had a job. She’d apparently helped out one of her cousins or uncles in his shop, and that probably hadn’t paid all that well, but that money was saving them now. Penny didn’t let herself feel bad about that. Not yet. She’d pay MJ back every cent as soon as she could. Still, she murmured an apology, eyes downcast.

“Hey, saving your life is more important than an apartment. But we need to find jobs. Fast. Did you look at your ID?”

“Yeah. You kept my name.” 

“I didn’t want us to have to learn new ones.” Michelle pulled out her own ID that identified her as Michelle Williams. “We need to activate the burner phones and text Ned. Let him know we found a place to stop. He’ll save our contacts under different names so even if someone does find it, they won’t know where we are. I asked him to go to a public computer and look for places that are hiring in the area. We can start there.” 

Penny let herself be led once more, following the instructions on the prepaid phone and activating it, then sending a text to Ned. They could pay by the minute, and would have to be careful about texting and making calls, but, as MJ had said, they had to have phones. When they were done activating the phones, they filled up on the last of the granola bars they’d grabbed for breakfast, then, making sure to lock their door, they hit the road and started looking for a place to work. 

They split up, walking in opposite directions. The last thing they wanted was for people to remember two girls sort of fitting the descriptions of the two New York runaways, especially this close to the actual running away. Penny would have preferred to hide out a little while longer, but with her short blonde hair that she still wanted to run her fingers through and marvel at how much had been cut off, along with her flowery t-shirt and ripped jeans, she hoped she didn’t look all that much like Penny Parker anymore. 

She’d written down the list of places that Ned had texted her, and Michelle had given her a five dollar bill to get lunch with. And so she walked, doing her best to keep track of which streets she was on. She passed more than one homeless person, some older, some teens like her, all with cups or bowls or guitar cases in front of them, and she knew that if she didn’t find a job soon, that would be them. 

She was an orphaned homeless teenage runaway. The thought kept coming back, and it sounded equally crazy every time. She’d been at the top of her class! Had been thinking about applying to MIT and trying for a job at Stark Industries. Hell, she would have taken an internship if she’d been able to. Unpaid! Anything to work in the field she loved. How had this happened? Why had she wandered off during her field trip? How had she gotten herself bitten by an actual radioactive spider? This wasn’t a comic book!

By the time one o’clock rolled around, she’d asked at five places, but apparently no one was looking to hire random young-looking teenagers fresh off the street and covered in sweat. Strange, she thought with a wry, pained smile. She ate lunch at a McDonalds as she stared at the list, getting as much food as she could with her five dollars, including a huge soda that she hoped would give her some more energy. There were two more places on her list, both the furthest from the motel that she was only 80% sure she knew how to get back to at this point. 

It was on her way to the last place, a diner on the outskirts of what she was coming to realize was the bad part of the city, that she happened to see the flyer. It was printed in black and white and looked like it was one strong gust of wind away from flying off, but she grabbed it anyway. 

_ Skip Westcott’s Incredible Mutant Circus.  _

And at the bottom, in incredibly tiny print,  _ call this number for information on auditions. _


	3. Circus

_**Thank you so much to everyone who has been reading/reviewing! I hope you enjoy!** _

It wasn’t that Penny was excited about the prospect of working at a circus for mutants. She didn’t want to be seen as a freak by the general public...didn’t want the world to know she was a mutant. Or...enhanced. She wasn’t exactly sure which one was true. Either way, as she headed for the address that the man on the phone, whose name was apparently Steven but he went by Skip, had given her, she thought that a job at the circus was better than no job. She and MJ had agreed to meet back at the hotel at 5, and Penny still had plenty of time. So if this worked out, great. If not, MJ didn’t have to know that she’d wasted her time going to an address that a strange man had given her over the phone. Alone.

Her phone didn’t have GPS, which was good of course, but the city was mostly a grid and he’d also given her some basic directions. The street itself was seedy and dark, and had Penny not recently acquired super-strength, she would have been afraid to walk here alone. She didn’t exactly want to  _ use _ her super-strength, but she would if she had to. And she doubted that a random mugger or criminal would go to the police and inform them of the enhanced girl they’d tried and failed to terrorize. 

The man that answered the door when she knocked was about a head taller than her with blonde hair that he’d slicked back. The building looked like it had once been a storefront, but when he led her inside, it was obvious that this was an office. “You’re lucky you caught me. I was just on my way out.”

“Is this…”

“A rental,” he told her with a grin. She didn’t like his grin. Didn’t trust it. But he didn’t touch her. Didn’t get too close or set off any other red flags. Instead, he led her over to the shabby desk in the corner, him sitting behind it, and her in the chair across from him. The office was dusty, with a few binders stacked on the edge of the desk, but other than the furniture they were sitting on and a few filing cabinets, it was mostly empty. “We only stay in town for a few months at a time, so I usually just rent a space to use as my office.” He waved a hand, then gave an almost sheepish smile. “Sorry. I didn’t introduce myself. I’m Skip. Owner, ringmaster, general manager, janitor...you name it, I do it.” He held out a hand with a chuckle, and Penny leaned forward to take it.

As soon as their skin made contact, a jolt went up her spine...the kind that she had felt a few times before. Usually on patrols. It had helped her dodge knives and bullets. Had helped her differentiate between a random guy in an alley and one that would attack her. But she needed a job. She’d gotten MJ into this and she would get them through it. MJ had been doing all the work up until now. It was her turn to help out. 

“Penelope.” 

“Nice to meet you. So, you want to audition for my circus? I have to admit, we could use some new talent. But it’s not called a ‘mutant circus’ for nothing.” He lifted his eyebrows meaningfully. 

“So...you only hire mutants?” 

He shrugged. “Or people that can pass for them. We’ve got our acrobats. They’re the stars of the show. There are a few mutants in there. Clowns for the kids...mostly regular humans. Trapeze artists. Elephants and handlers. A girl that rides a unicycle on a tightrope. We could really use a star though.” He gave her a considering look. “Of course, everyone is paid under the table. I handle all the taxes. So if you’re running from something…” He shrugged again. “We move around a lot, and we don’t publish the names of our performers if that sweetens the deal. We had a star. A kid with wings. He was pretty impressive. Had a temper, though. He quit a few weeks ago when he got into a tiff with one of the trapeze artists.” 

Penny stared down at her hands for a moment, clutching them together. She could still leave. Could still try to find a waitressing job. 

“So...what can you do?”

She swallowed hard, looking around the dingy room before answering. “I can climb walls. I’m strong. I...have really good reflexes.” 

He considered her for a moment, fingers tapping against the desk. But then he smiled. “Hm. Impressive. Why don’t you meet me tomorrow morning. Here. We’ll drive out to the circus grounds and you can show me what you’ve got?”

Penny hesitated before agreeing. So he was kind of creepy...so what? She was strong and fast...she could climb walls! If she needed to get away from him, she could. Then she had an idea. “Can I bring my cousin?”

“Are they a mutant too?”

She shook her head. “No, she, uh...she can sew, though. She’s really talented.” 

Thankfully, that was at least somewhat true. They’d gone through a period in middle school where they’d tried to make their own clothes, and MJ had been infinitely better at it than Penny. And if they could both get jobs at the same place...well, the circus traveled around. If Penny got a job with them, would MJ want to come? Should she use one of their texts to ask? 

In the end, Skip agreed to let Penny bring MJ to her audition, and she left with just his business card. She hadn’t asked how much it paid. Hadn’t asked what the hours were or how long a contract he would give her or what he would want her to do. But it was a lead on a job and surely moving around the country was safer than staying in one place. 

It took her less than half an hour to walk back to the motel, and she was grateful to her spider powers for the heightened endurance. Otherwise, she would have been exhausted already. Penny hoped that MJ was okay. Her girlfriend wasn’t due back for another couple of hours, so Penny jumped into the shower, changed into another set of clothes, then turned on the old TV set to the news, looking for any coverage from New York. There was nothing. Not even a mention of the Avengers. Everything was local apart from the mention of the mutant registration law they were trying to pass, but she couldn’t let herself think about that. Couldn’t bear to borrow trouble when she already had so much to worry about. 

MJ arrived a few minutes before five, a grocery bag on her arm. Penny jumped up to take it, leaving her girlfriend to wipe the sweat from her forehead and give a brief, grateful smile. “Any luck?” 

“Um, kind of.” Penny stalled a little, glancing into the bag. A loaf of bread and a jar of peanut butter along with a single plastic knife and spoon in shrink wrap stared back at her, along with a box of off-brand granola bars. That, Penny figured, was better than nothing. “You?”

“Nothing. Weirdly, no one wants to hire sweaty teenagers off the streets.” 

Penny laughed, putting the bag on the dresser. “Yeah, that’s what I found out too.” She stared at the bag for a minute, then spoke again. “But I did get an...audition.” 

“For what?” MJ leaned against the wall, her expression turning to concern. 

“The circus.” MJ’s jaw dropped, so Penny hurried to explain. “It would probably pay more than a waitressing job, and we’d always be moving so they’d have a harder time tracking us down. It’s like...a cliche. Teenagers running away and joining the circus. Kids must do it all the time, right? And no one would think to look for us in some dingy circus. Does anyone even go to the circus anymore?”

“Penny…”. MJ started, then closed her mouth with a soft ‘click’ of teeth coming together. When she spoke again her voice was soft and almost frustrated. “We had a plan.”

“I know. I’m sorry. But...I don’t think anyone’s going to hire us. We don’t have resumes and I’ve never had a job before. Besides, if I can get a job at the circus, he said it’s all under the table. No taxes or anything.”

MJ stared at her, seeming dumbfounded. “Penny, that’s...for one, it’s illegal. If he gets caught…”

“I’m sure he’s been running the circus for a while. Maybe they’re all like that. And I told him that you were good at sewing and…”

“That’s a stretch…” she interrupted.

“And maybe you could get a job with him too. We’d travel with the circus and have a place to stay and probably food...we wouldn’t have to worry about paying for hotels or rent.” 

“Even if any of that is remotely true, what are you going to do in a circus?”

“I’ll...be an acrobat or whatever. I’m really strong, and I can stick to things. The circus is full of mutants.” Okay, so maybe not full, but it was called a mutant circus. That was close enough. “No one is going to look for me at a circus. It’s the perfect place to hide out.” 

MJ still didn’t look happy with her arms crossed and her lips pressed in a tight line. And Penny understood. She’d worked so hard to get them this far. But if they were going to do this, they had to be in it together.

“I never would have made it out of New York without you...not with an ID and a phone...I never would have known how to do any of that. And I didn’t mean to mess up your plan. I’m sorry. Can we just...go tomorrow? I’ll audition and if I get it, we can talk about it. If not, then we’ll go back to looking for jobs like we have been. Is...is that okay?”

The other girl softened, wiping her forehead and nodding. “Yeah. Okay. I’m going to go take a shower.” 

“Michelle...I meant it,” Penny told her, reaching out and catching her hand as she passed. “I don’t know what I would have done without you.”

That did draw a smile out of her girlfriend, and MJ squeezed her hand. She didn’t say the words Penny was thinking, even if neither of them was quite ready to say them or think them romantically yet. But Penny loved her. She loved her best friend who had given up so much in her own life to save Penny’s. And she was terrified that one day in the not too distant future, MJ would figure out that none of it had been worth it. That Penny wasn’t worth it.

Still, at the moment, Penny just held her hand and hoped that day never came.

The next day, they went together to meet Skip at his office, and he was perfectly polite to MJ, shaking her hand and smiling, then leading the two of them to his car. MJ wore a little purse she must have stuffed inside her backpack at some point, and Penny was certain there was a can of mace inside. But Skip just made bland small talk as he drove them to the outskirts of the city where a group of trailers and a ratty circus tent were set up. 

As soon as they pulled into the parking lot, Penny could smell the elephants. 

The lot was being swept by a couple of guys in janitor’s uniforms, and they glanced up from their work, watching Penny and MJ closely. Penny dropped her head and turned away from them just a little. What if this was a stupid idea? What if people somehow recognized her? What if they found out who she was and told someone and then Osborn’s men found her too? Who would she be pulling in danger with her presence this time?

The inside of the tent was mostly empty except for a girl on a unicycle pedaling lazily around the far side. Skip led them over to the middle where, on a raised platform, a pole ran all the way to the very top of the highest point of the tent. Right behind them were two tall scaffolds, platforms sticking out, and between them, a high wire just like the webs Penny had shot between buildings and played on when she’d gone on patrols. Back when she’d been trying to be a superhero. Now she was trying to be a...what? Circus act? 

He gestured to the pole, and, not sure exactly what he wanted, she headed over and gripped it, then began to climb. It was a bit harder than just climbing the wall, but not by much. She thought she heard him gasp, but she ignored her audience in favor of focusing on the scaffold closest to her. She was certain she could make it.

Springing off the pole, she leapt and landed on her toes on the scaffold, then walked without hesitation onto the high wire. 

“Hey, there's no net! Skip!” Unicycle girl called, but she was ignored. Penny placed one foot after the other on the wire. It was much more tightly strung than her web had been, and it barely swayed as she jumped, doing a backflip and landing on one leg, making her feet stick. She wouldn’t fall. She never fell. So she did another backflip, then a front flip, prancing forward a few steps to get momentum, and used it to do a back handspring that she only wobbled a little on. That was hard...she might be out of practice. 

Bringing her feet together, she dropped, hanging upside down like a spider in the middle of the rope and swinging a little from her momentum as she regarded Skip who watched her with wide eyes. Had they been in a cartoon, she thought, he would have dollar signs instead of pupils. But she didn’t care if he just wanted her to make money. That’s all she wanted him for too.

“It’s a bit rough, and you’ll need plenty of practice…” he started, then glanced at MJ. “And you said you can make clothes?” 

Her girlfriend gave a hesitant nod. Even if she wasn’t the best at it, she knew, MJ would work until she got the hang of it. 

“Alright, girls. The jobs are all yours if you want them.”

Penny let go, turning in the air and landing in a crouch. But she didn’t answer, waiting instead for MJ who, after a long moment’s hesitation, crossed her arms. “And what, exactly, does this job pay?”

“Two hundred a week each, all under the table, plus a trailer to share and transportation between cities included.” 

It wasn’t much. Even Penny, who only had a vague sense of how jobs worked, knew that. Skip must have seen the skeptical looks on their faces because he went on.

“The trailer includes a mini fridge and a microwave. Coffee pot...all the amenities of a mid-level hotel.” He grinned a little, as if letting them in on a joke he’d told dozens of times. “And if you bring in people, there’s always room for negotiating raises.” 

The girls looked at each other, Penny questioning, MJ thinking. Her girlfriend had gotten them this far, and no matter what Penny thought about this being a better idea than being a waitress, she would let Michelle make the final decision. 

“You can’t put her face on any posters,” Michelle told him, eyes daring him to argue. “Or use her real name. And she needs to wear face paint or something...something to obscure her face at all times.” 

He shrugged. “Sure. You two think you’re the first runaways I’ve dealt with? You think mutants show up to my circus to try out because they're swimming in other job opportunities? I’m pretty familiar with the whole hiding your identity bit, don’t worry about that.”

“I want it in a contract,” MJ pushed.

“Fine. I’ll draw one up and you can take a look tomorrow? My office?” 

MJ finally nodded, giving Penny a questioning look. Almost like she was asking if she was sure. If this was really what she wanted to do. Penny barely hesitated before giving a nod of her own.

Skip clapped his hands and grinned. “Alright then. Why don’t I give you ladies a tour. Show you the trailer that could be your new home sweet home and introduce you to some people?” 

By ‘introduce them to some people’ Skip had apparently meant ‘lead them around the grounds and shout out names.’ Penny seriously doubted she’d remember any of them, but most of the people just threw a wave over their shoulders or gave her a brief nod. She couldn’t help doing some math in her head as they walked, the two of them listening to Skip talk about the origins of the circus and how he’d gotten his start. $200 a week each. That was $800 a month, per person...and if they weren’t paying rent, they could put it all toward groceries (whatever would fit in a mini fridge and however many cabinets a trailer had) and their prepaid phones. Clothes. Necessities. And they could save the rest. 

Would it be enough? Penny had to admit, she wasn’t sure how much money groceries were. Her aunt and uncle had always done the shopping, bringing home enough food every two weeks that no one went hungry. But surely they could make this work. 

The trailer turned out to be little more than a two room tin can with a tiny bathroom off to the side. One room had two twin beds, the other had the promised mini fridge, a wall of counters, the microwave that seemed to be adhered to the wall somehow, and a sofa. “Someone might have a TV if you want one, and we have WiFi…we’re not animals, after all.” He chuckled a little. 

Honestly, it wasn’t much...but it beat living on the streets. 

Back in their hotel room that night, they took turns taking long showers to clean the sweat that seemed to cling to them during the hot, humid days, and then sat on their bed eating Chinese takeout, the TV showing the news from the dresser. Something was happening with the Avengers...something about the Accords. They were trying to negotiate the law...to make it less strict or something. They’d covered it briefly in school. 

See, Penny told herself as she took a bite of noodles, the Avengers would have been too busy to help her even if she had managed to ask. Besides, who knew how close Norman Osborn and Tony Stark were. So it was a good thing she hadn’t bothered.


	4. Getting Distracted

_**Thank you to everyone who has been reading and reviewing! I really appreciate you guys, and your reviews make me so happy!** _

Tony Stark lay his head back against the wall behind him, closing his eyes and trying not to scream. Trying so, so hard. He'd agreed to this, after all. Had sat down with Steve and had agreed to be in a room with all of the Avengers and talk over the Accords, word by word, line by line, until they came up with something they could all agree on. With Barnes safely in Wakanda, thanks to King T'Challa, and a full blown Avengers civil war averted, he knew that he should be grateful. Not just...frustrated. And tired. Maybe it was the lack of sleep. Not that he ever got enough sleep. Still. Grateful, he reminded himself, blinking hard and trying to focus on what Pepper was saying at the head of the table. Sitting between Steve and Natasha, he peeked over at the notes they were taking until Nat brought an arm up, blocking her paper from view.

"No cheating," she admonished with a grin, and he snorted, rolling his eyes and ducking his head before Pepper could catch him goofing off. It was nearly August, and the air conditioner was going full blast. He practically envied Wanda and her cardigan, not that he owned a cardigan. He was pretty sure Pepper did, though. Maybe he needed to buy a cardigan...

Pulling out his phone, he brought up Friday's screen and changed the settings, turning the temperature for the room up a little. When he glanced back up, Pepper was looking at him, eyebrows raised. He gave her a quick smile, waggling his fingers in a wave, and she cracked a smile.

"Alright. Why don't we break for lunch? We can finish up after...meet back in here at 2?"

Everyone agreed, chairs scraping the floor when they pushed back from the table, and Tony headed for the kitchen followed by the others. Although not everyone lived at the tower, they were all familiar enough to know where to find sandwich ingredients and pods for the coffee maker. Steve poured himself a cup of coffee right after Tony, then joined Sam at the stove where they fried ham sandwiches. As Tony put together a sandwich of his own, Pepper turned on the news.

"They still haven't found those poor girls." Pepper's voice floated in from the living room, and Tony went to join her, carrying his plate and a bottle of water. She munched on a granola bar, heels kicked off, sitting cross-legged on the sofa, and he sat beside her, close enough that their shoulders touched. Pepper swallowed a bite, then leaned over to give him an almost absent kiss on the cheek, and he lifted an arm around her, the dance easy and familiar.

On the screen was the familiar picture of the apartment building where Ben and May Parker had been murdered...not that he knew them, and not that every random New York murder was on the news months after it happened, but this one had been different. Someone had broken in in broad daylight and executed them. Their niece had been missing ever since, as had her friend, Michelle Jones. The backpacks of both girls, along with Penelope Parker's laptop, had been found in an alley near the river. There had also been blood...blood spattered on the ground and the wall, signs of a struggle...Tony's heart clenched a little when photos of both girls, presumed dead, were shown on the big screen TV.

They needed to patrol the city more, keep an eye on things. Sure, murder happened every day all over the world. They couldn't fix that. But the Avengers, who lived in New York for the most part, could at least be a presence. They'd been so busy with the Accords and Ross for months and although there was a light at the end of the tunnel now, Tony still thought about Penelope Parker and her family sometimes. What if one of them had been in the area? Had she called out for help? Had she been a fan? Had she hoped they would save her?

More than any of that, the case nagged at him a little because it didn't quite make sense. Someone had broken into the Parker's apartment and executed Ben and May Parker. The police said that Penelope had been home, but how would she have gotten away? Climbed down the fire escape? With her backpack and her laptop? But not her phone, which had never been found? Then what? Had she gone to find her friend? Why not go to the police? Also, had the person who had killed her and her friend been the same as the one that had killed her aunt and uncle?

Michelle Jones's family had refused to comment, and overall seemed like the type that didn't trust cops. Penelope and Michelle's only other close friend at the school, a boy named Ned Leeds, hadn't had any comment, according to the reports. Apparently, his parents were doing their best to keep him out of the public eye.

But it didn't make sense.

"Those poor little girls," Pepper murmured with a shake of her head, leaning against Tony.

"Do you think they're dead?" He knew that he sounded a bit callous, but he didn't mean to. He truly wanted to know.

"I don't know...but I'm afraid so."

It had been just over two months, and he was sure that the case would be closed soon. Maybe that's why they were running it one last time, showing pictures of the girls and putting up a number to call if you had any information. Both girls had attended Midtown School of Science and Technology. According to the brief searches Tony had done on them, they'd both been brilliant, with Penelope a possible contender for one of his internships had she lived another two years. Top of her class in almost every subject, the girl had dropped out of band and robotics club only a few days before her disappearance, and had missed school for a week due to illness.

Was any of that important?

Tony shook his head. His brain liked to solve puzzles, but this wasn't a puzzle for him to solve. It was a little girl who had gone missing and was possibly dead. And that sucked. But he needed to get the Accords worked out, and then they had to move onto fighting that ridiculous Mutant Registration bullshit...as if registering a certain group of people had ever lead to anything good in the history of the world.

Penelope and Michelle had gone on a field trip to Oscorp with their class right before Penelope had missed a week of school. Two weeks since the girls had last been seen. Penelope had left school instead of studying with her friends like she usually did, going straight home ...the police thought she'd been in her room. Her door had been kicked in...so she'd locked it. Why? How had she escaped? Why had she gone to Michelle?

He finished his lunch, not asking Pepper any of these questions. What was the point? He wasn't exactly a missing person detective. He didn't go searching for lost Queens teenagers.

What if they'd staged it, his brain insisted as he was carrying his plate and Pepper's wrapper into the kitchen. But why? Why would someone go after the family of Penelope Parker? How would two fourteen year olds run away and not be found? They had to have had help. Michelle's family? Would they have helped them run? Why? All signs pointed to Penelope coming from a loving, if small, family. There were pictures on the news of her as a child with her aunt and uncle, all of them smiling, although he knew better than anyone that pictures didn't always tell the whole story. But everyone had said that Penelope and her family were close.

If those girls had run, what had they been running from?

Tony stepped into his bedroom for a moment, pulling his phone up and bringing up Friday. "Hey, Fri, we haven't hacked into Oscorp in a while, have we?"

"No, sir. Possibly because it is illegal." His AI sounded almost tired, and he grinned.

"Yeah, well, I'm kind of bored. Find out the exact day that Midtown School of Science and Technology went on their field trip there, and find me any and all footage of Michelle Jones, Penelope Parker, and Ned Leeds. Once you find it, send it to me, and delete all signs that this conversation ever happened."

If AIs could sigh, his would have. Maybe he should program that, he thought. "Yes, sir."

And, pocketing his phone, he went back to the most boring meeting on Earth.

Later that night, he headed straight for his lab, bidding the others a good night and waving away their offer of joining them as they headed out to dinner. He still had work to do. Making sure his lab was locked and secured, he waved a hand at the monitor and watched the HD security footage appear, starting with the group of kids standing out in front of the building, some of them still climbing off the bus. Towards the front were two familiar girls, and a boy that Tony assumed had to be Ned Leeds. The three chatted excitedly, although he couldn't hear what they were saying.

Should he let Midtown tour his labs?

Focus, he barked at himself under his breath. He watched as the teacher led the kids inside the building, the footage changing as Friday pieced together the parts that showed that particular threesome. They seemed like normal kids, talking and whispering when the teacher's back was turned. They were given security badges and led into the lobby. One boy shouldered past Penelope who was knocked into Ned, and Michelle gave him the finger, mouthing what was clearly the world 'asshole' while Penelope stood up and rolled her eyes.

He was lucky that Oscorp had such good security cameras. For a while, it was more of the same. Kids walking around a second-rate lab and talking to one another. Listening to the tour guide. Pointing at things. Laughing. Smiling. Avoiding the boy that had knocked into one of them earlier. Probably just a normal bully...not a suspect, but an annoyance.

The kids walked through the lab, doing all the normal things kids on a field trip did, although as a group, Midtown was pretty well-behaved. Penelope stuck close to Ned and Michelle, never really talking to the other kids. She seemed happy though. Like she was having fun. She was just a kid, he remembered. They were both just kids. Kids that were missing and might be dead.

It wasn't until they were in one of the lower levels that there was a problem. "Sir, the footage seems to have been deleted from Oscorp's server from this point, 11:23 am, until 11:48." Friday told him, and he frowned, crossing his arms and chewing thoughtfully on his pen.

"Okay...show me 11:48 and keep working on the missing time."

The next bit of footage showed Penelope and Michelle talking softly, Penelope shrugging at something Michelle said. Then they continued on the field trip, although Penelope seemed a bit quieter. More withdrawn.

What had happened to her between 11:23 and 11:48? Or was he jumping to conclusions? No, he thought, watching the girl interact with her friends as they made their way to the exit. Penelope was different. Her eyes darted around like she was afraid. Like she was waiting for someone to jump out at her. Why? Had someone done something to her? Has Osborn known and deleted the footage?

Jumping to conclusions, he reminded himself. This wasn't even his mystery to solve. But as he watched Penelope Parker look nervously around as she left Oscorp with her friends, he knew that something was wrong. No way the police had seen this. They would have questioned the Oscorp employees had that been the case. And it wasn't like he could question anyone.

But maybe Friday could find that footage.


	5. The Amazing Spider-Girl

It was mid September when Rhodey came to Tony in his lab, knocking on the window and waiting to be let in. Tony sighed, blinking and trying to ease the stinging in his eyes. He’d been up for...he checked his watch, then gave up on the math. Somewhere around 48 hours. The Accords were pretty much settled and they’d moved on to helping Charles Xavier with the mutant registration act that was still on the table. Somehow. As if people had forgotten about Nazis. 

“What’s up, Platypus?” Tony asked his friend, trying to look well rested and swiping a hand through the air to dismiss the project he’d been working on. With all the legal battles, he was getting behind on his actual work. 

“Have you slept? At all?”

“You came all the way down here to ask me that?”

“Tony.” 

“Jim.”

His friend sighed, rolling his eyes, lips tugging upward just enough to tell Tony that he’d won. “I have something I want you to see.” 

Tony lifted an eyebrow and leaned back against his workstation, arms crossed. “You know I’m not a real doctor so whatever weird thing you’ve got going on…”

Rhodey rolled his eyes but pressed on. “Charles Xavier asked for my help. With the mutant registration law, he’s having trouble keeping up with his usual deal of finding mutants who need his help, and I told him I’d keep an eye out.”

“So this ‘something’ you want to show me…”

“It’s more of a ‘someone.’ This guy, Skip Westcott, has a traveling ‘mutant circus.’” Rhodey made air quotes with his fingers, and Tony waved a hand for Friday to bring the guy’s site up. They had a barebones, sketchy website with a bright red background and white text, with dates and times to see the show. The flyer was the first thing listed on the website, and Rhodey took a step forward, pointing a finger at the figure off to the side of the flyer. “Her.” 

Tony leaned in to get a better look. She was the shortest figure, arms up and outstretched like the other, but her face was turned slightly away, making it hard to make out her features . The top half of her face was painted red, with black spiderwebs making geometric shapes. It came to the spot just above her lips, her eyes and brows outlined in a thick black line. On her lips, Tony could just see the bright red lipstick, and she was dressed in a leotard that seemed to be made up entirely of black spiders over nude fabric. 

“The Amazing Spider-Girl.” Rhodey told him once he’d gotten a good look. “According to everything I’ve been able to find out, she’s new. Within the last few months. A few of the performers are mutants, and it seems like she is too. But I’d also be willing to bet that she’s underage.”

Tony had to agree. He’d even bet she was under sixteen. She was small, and the face paint made it hard to tell, but she looked young. Really young. “What does Xavier usually do in these situations?”

“I thought we’d take a trip to the circus. Check her out for ourselves.” 

“And by ‘we’ you mean…”

“Come on, Tony. You love the circus, remember! That’s what you said in college.” Rhodey told him with a grin, but Tony rolled his eyes.

“No, I think my exact wording was ‘I’ve never been to the circus and I never want to.’”

“And this is your chance to finally change your mind.”

Well, Tony thought, it wasn’t like he had anything else to do...besides his mile-long list of work. Still, it could wait. “When’s the next show?”

“Tomorrow night, as a matter of fact.”

“Where?”

“Virginia.”

Tony bit back a groan. “Fine. Let me get packed.”

He locked up his lab, sent a quick message to Pepper that he’d be gone for at least two days and that he’d be sure to finish his work when he got back, then carefully packed a suitcase. Not sure what kind of clothes one needed to attend a circus, he packed a little of everything, ignoring the look Rhodey threw him when he met him on the landing pad with a full suitcase as opposed to Rhodey’s duffle bag. 

The flight was quick in the jet, and Tony and Rhodey checked into a nearby hotel, dropping their stuff off and pulling baseball caps over their faces as they left to scope the place out. He had his suit on call, and his gauntlet watch on and ready, so the two didn’t worry as they made their way through the seedy part of town. The circus was closer to the outskirts, and it was a fairly quick walk to the edge of the grounds they were using, although they didn’t step foot on them. Just stared for a little while. No need to get caught wandering around when they’d be allowed to enter for the low low price of $29.95 the next day. A bit steep, Tony thought, for an event aimed at children, but what did he know about circuses?

They left to get something to eat before going back to the hotel, and found themselves standing in front of a young teenage girl waiting to order at a fast food place, the only thing that seemed to be around. The girl had her arms crossed, head down, and Tony thought it was kind of late, nearly one in the morning, for her to be out by herself. Tony watched her pull out a phone, glance at the screen, then stuff it back in her pocket without doing anything else on it, which in itself was strange. Still, Tony told himself as they stepped up to order, Jim giving his name to the cashier to call out when it was ready, what that girl did was none of his business. Not every teenager could be his responsibility. 

He couldn’t help watching her as they got their drinks though, pretending to stare into space as he watched her behind his glasses. She had short hair tucked back behind her ears and an old purse slung over her shoulder. Old like second-hand. She pulled out a ten to pay for the two entrees she got, then carried her receipt over to the half wall where she leaned, waiting for her food and never throwing them a second glance. Hoping he wasn’t being creepy, Tony turned back to Rhodey and started a mindless conversation about their hotel room, and the merits of trying to find one with a few more stars. 

“Michelle!” the cashier called out, and the girl headed over to get her to go order, throwing a ‘thanks’ over her shoulder as she grabbed the bag and walked out the door without giving them a second glance. Tony couldn’t help watching her once she was outside until she disappeared around the corner in the direction they’d just come from. 

The next evening found Tony and Rhodey trudging through the grass, Tony grimacing down at his new leather shoes. They were going to be ruined. He tried to pick his feet up a little more as he walked, but the grass was wet from the rain they’d apparently had the night before, so he doubted there was any hope. It was all very...natural. He hated nature, he thought with a grumble, even though it wasn’t really true. Tony was fine with nature as long as he didn’t have to walk through it in new shoes in the middle of nowhere, Virginia. Pulling his ball cap that advertised the New York Yankees, a team he didn’t give a shit about that played a sport he didn’t give a shit about, down over his face, he ducked his head as they passed a circle of teenagers drinking beer.

“Rhodes. Rhodey. Pal. Why?” He groaned, hands shoved into his pockets. 

“I already told you, Charles asked for my help.”

“And why couldn’t we meet this girl somewhere a little less…” Tony gestured toward the giant red tent, the smell of animals heavy in the air. “Elephanty?”

“What do you have against elephants?” Rhodey asked with a chuckle, pulling out the tickets from his pocket.

“I have nothing against the elephants who live happily in the wild far away from me. I do have something against the people that keep them in circuses and I have no idea how that kind of animal abuse is still allowed.” 

Rhodey shot him a look as a little girl in a blue dress clutching a stuffed elephant toy gave Tony a frightened look. 

“Mommy...do they hurt the elephants?” 

Leaving the unhappy looking woman to deal with that inquiry, Tony followed Rhodey into the tent, handing his ticket to the less-than-thrilled looking college student working the ticket booth. The two entered the huge tent and Tony had to fight back another groan at the close quarters as Rhodey led him up to the top of the crowded bleachers. 

  
Bleachers. Tony Stark hadn’t sat on bleachers in...possibly ever. Maybe in elementary school. Maybe. He couldn’t recall. Grimacing when he placed his hand in something sticky, he wiped it off as best he could on his pants leg, glaring at his friend who tried and failed to hide a smile. 

“Besides, she’s a kid. What were we supposed to do? Wait outside the circus until she left and follow her around?”   
  


Tony winced, looking around to make sure no one had heard that. Luckily, not a single person seemed to be paying attention to them. “No, of course not,” he snapped. “There had to be some way to contact her.”

“And tell her that two random men wanted to talk to her about her life choices?” 

Tony rolled his eyes, staring down at the center of the tent instead of continuing that particular conversation. After a few minutes, a sticky looking little boy eating a candy apple and an older man that Tony assumed was his father came to sit beside them. The boy looked up at him, mouth dropping open as he seemed to realize who he was sitting next to. “Are you Iron Man?” he asked in a stage whisper. Beside him, his father downed a beer, bringing back unpleasant memories for Tony who smiled at the kid and held up a finger to his lips.

“Yes. Can you keep a secret?” The little boy nodded. “I’m here on a top secret mission.” 

“Wow…” The boy whispered, nodding again when Tony again held a finger to his lips, then brought his own free hand up to his mouth to copy him. 

The show started then, with Skip Westcott coming out in his circus getup and brandishing his whip. The first act: clowns. Tony felt his skin crawl but the little boy beside him giggled and tugged on his father’s sleeve. The man brushed his son off and Tony’s heart ached just a little for the boy. Turning back to the spectacle, he watched a woman and an elephant, then a man with a tiger. Some horses that could stand up on their hind legs and walk around. A girl on a unicycle. Some acrobats. Tony was hoping that this would all be over soon when she was announced.

The Amazing Spider-Girl.

The name sparked something in him...some memory. Where had he heard that name? Had he seen something on TV or Youtube...

Rhodey nudged him a little, and Tony sat up, leaning forward to get a good look at the person that entered the middle of the tent. 

The Amazing Spider-Girl was...well...a girl. The men in the crowd wolf-whistled at the child who stepped into the center of the ring, including the man beside the little boy who didn’t seem to notice, apparently enthralled. She was dressed in a nude colored leotard that seemed to be made up of black spiders that exposed bits of flesh around her stomach and back, along with tights and...bare feet. Not the slippers that the acrobats wore. Just bare feet. Her face was made up for the bright overhead lights, the fire-engine red lipstick making the teeth she flashed at the crowd look even whiter, and her short blonde hair was held half-up with a spider pin. The face paint he’d seen on the flyer was once more on the upper part of her face, making it hard to guess exactly how old she was. Lifting up one arm and smiling sweetly at the audience, she seemed to bask in the applause.

But Tony could see her eyes. She kept glancing back at the ringmaster...at the braided whip he held in his hand, that he’d held ever since stepping into the ring. “Rhodey…” he murmured, leaning forward and flinching when a man in the audience shouted something less than family friendly at the girl. A woman put her arm around the little girl a few rows down, but most of the men stared at the girl in the same way, even if they didn’t shout rude things at her. The child didn’t even flinch.

“Just watch,” his friend urged. 

The girl gave one last smile to the crowd before prancing over to a pole that extended all the way to the top of the tent where a high wire stretched. Not a ladder, Tony realized as she placed a hand against the smooth metal. A pole. 

The ringmaster was talking, telling about the wonders of the girl, but all Tony could see was a child climbing a pole with apparent ease, bare hands and feet seeming to stick to the surface. “How…” Tony started amidst the gasps of the crowd, shaking his head and clenching his jaw. How was she doing that? The girl made her way all the way to the platform, holding her arms out to applause when she reached the top. 

When she stepped out onto the high wire, the whole crowd gasped, and Tony immediately realized why. There was no net. No harness. Nothing. 

“Rhodey...there’s no net. She’s...she’s not hooked up to anything,” he cried, his voice soft and panicked. The girl’s head tilted and Tony could have sworn that she looked down at him. But when she stepped forward, there was no hesitation. The girl seemed to prance, hopping easily forward as the ringmaster in the middle said something about the spider and her web or some other inane babble. Then she used the slight bounce in the wire to give herself enough momentum to do a flip, gracefully landing on one leg and never seeming to wobble. 

The crowd cheered, applauding as she did trick after trick like a gymnast on a balance beam...but she was on a high wire. Still, she did flips and back handsprings and finally the splits, until, at last, she slipped upside down, feet together on top of the wire, hanging like a spider and regarding them all in silence that gave way to thunderous applause. 

“Who is she?” Tony asked just as the lights went out and, once more, all the children gasped. For about five seconds, there was complete darkness. And then the lights went up and the girl was standing in the middle of the ring once more, bowing low, then standing with her arms up, smile firmly in place. There was another wave of applause, several people jumping to their feet and blocking Tony’s view as they gave her a standing ovation, so Tony stood with the others, hoping to keep her in his sights. She bowed again, smiling wide, arms out. 

But her eyes kept flashing over to the ringmaster. Tony didn’t like that. 

“Who is she?” He asked again.

“I don’t know. I still haven’t been able to get anything on her. Their names aren’t published anywhere...I’m thinking they get paid under the table. I’d say she’s a runaway, but I can’t know for sure.” 

“How did you find out about her?”

“A friend.” 

Tony lifted an eyebrow. “You have other friends?” 

Rhodey snorted. “I have people looking out for mutants...especially kids. Ever since I talked to Xavier I’ve been on the lookout.”

“Have you found any others?” 

The man nodded his head. “She’s the youngest.” 

“Does she have a family?” 

Rhodey shrugged. “No idea. I wanted to get your opinion before I looked into her any further.” 

Tony crossed his arms, watching the girl disappear behind the curtain. They would definitely be looking into her further. 

They waited until after the show and all the performers had taken their final bows before heading outside with all the others. Instead of following the crowd back to the parking lot, however, they slipped past the drinking teenagers and headed for the side of the tent where a path led back to the trailers. There was a whole cluster of them, and they saw performers walking toward them on the unlit side of the tent. The half-full moon was high in the sky, so they could see pretty well as they parted from the crowd. In the shadows, two men drinking what Tony assumed were cans of beer laughed softly.

“How much do you think Skip charges for a few hours with the Spider-Girl?” 

Tony felt his stomach revolt at the question, but he dropped his head, hoping to hear some clue...something that would tell him where she was. 

The second man snorted. “Good luck. I think Skip has his eyes on that one himself.”

Rhodey gripped Tony’s arm, pulling him past the two men who barely gave them a second glance. “Don’t,” he hissed.

“What?”   
  


“Don’t ‘what’ me. We both know what you were thinking.”

“That neither of those guys deserve to have teeth? Yeah. Agreed.” 

“You going to take on every asshole in that audience?”

“Not personally, but if you let me call the Iron Legion…” 

“Just come on, Tones.”

No one stopped them as they made their way to the trailers, and Tony wondered that there wasn’t more security. They’d waited a good twenty minutes to head this way, wanting to avoid most of the crowd, and the area where the trailers sat in a loose circle was quiet apart from the soft sounds of a TV and the occasional burst of laughter or music. 

The smallest trailer was also the closest to them, and Tony paused when he heard something...it sounded like a bang...like someone slamming into a wall. He gave Rhodey a look, the two of them moving over to the trailer, trying to stay in the shadows. Only a few seconds later, the door to the trailer was thrown open, and a girl stepped out dressed in a pair of jeans and a hoodie. 

“Penelope…”

The girl whirled around. “You need to go.” Despite her words, her voice wasn’t strong...it wobbled, and her hands were clenched into shaking fists at her sides. 

“Look, I’m sorry if I gave you the wrong impression. I just wanted to...where are you going?” a somewhat-familiar male voice slurred.

The girl didn’t answer, just shut the door behind her, then came to a stumbling halt when she spotted them. Tony immediately put his hands up, taking a step back. 

“Sorry...we didn’t mean to scare you.” Rhodey followed suit, taking a step back as well. “We just wanted to talk.”

She narrowed her eyes, leaning in as if to get a better look at them, and then her eyes went wide. So she recognized them. That might be a good thing. Maybe she’d trust them. Then she glanced back at the trailer, lips pursed in either frustration or worry, Tony couldn’t tell. Still, she took another step toward them, not seeming concerned for her own safety. “Okay. Let’s go,” she told them, tilting her head toward the parking lot, but Rhodey and Tony exchanged a glance, neither man moving. 

“Go…” Tony prompted.

“Somewhere to talk,” she told him, as if it should have been obvious. The girl wanted to get away from her trailer, that much was obvious. The door behind them opened and the girl tensed a little, arms crossed over her chest as the light from the trailer fell on her. Her face was clean of the makeup, and her hair was tied back under the hood. “Where should we go?” the girl asked, moving toward them once more.

“Penny!” the man’s voice called again, and the girl passed them, not waiting for them to follow. 

They did follow, Rhodey calling out to her to wait. She did, turning, and the light from the trailer shown full on her face, revealing just how young she was. “You’d really take a midnight stroll with two men you don’t know?” Rhodey asked, a skeptical eyebrow raised as if he couldn’t believe it was going to be this easy. 

There was something in the teen’s freshly scrubbed face...like she was remembering something both funny and sad, when she answered.

“You can’t be worse than the ones I do know.” 


	6. Behind the Mask

**Thank you so much to everyone who has been reading and reviewing!**

Penny had made a mistake. She knew that as soon as they left the parking lot and headed for the cafe where Penny and MJ had eaten once or twice since moving to this town. They always found a place to eat away from the others, just the two of them since, despite living in the same trailer, they barely saw one another anymore. Penny was usually rehearsing or learning new routines, while Michelle spent a lot of her time working on costumes.

Placing one foot in front of the other and keeping her face neutral, Penny felt her stomach clench as they made their way toward the cafe. This was Tony Stark. Tony Stark, the billionaire who might very well be friends with Norman Osborn, the billionaire who wanted her dead. Or...captured for lab experiments or something. She hadn’t been thinking so much about Norman Osborn lately, not with the plethora of other things to think about. 

At first, life with a circus had been strange and almost fun. There had been names to learn and work to help Michelle with. The girl was constantly barraged by the others needing new costumes or costume repairs, and she would work all night to get them done, sometimes sleeping half the day. And Penny felt guilty. Of course she did...but this job paid better than a waitressing job, and they had been saving up every spare penny. 

At this rate, if they were careful, they’d have enough for an apartment when they turned eighteen. Not in New York, of course. Penny didn’t think she could ever move back to New York, and she had slowly been trying to let go of her dreams of working for Mr. Stark...Mr. Stark who was walking beside her towards a diner that stayed open 24/7 in whatever state it was they were in now. She’d lost track.

It had been fun at first, learning new routines and working with the others, showing them what she could do. They were all duly impressed, and the acrobats worked with her on her act. Her first night had been a blur of nerves and terror, but with the face paint covering the top half of her face, she’d felt almost like she was wearing a mask. Like she was hiding. And so, she’d done the routine to thunderous applause and some less than child-friendly cat-calls that had made MJ furious.

But it didn’t matter. That’s what she’d told her girlfriend. It didn’t matter that the men in the audience were drunk and yelling out nasty things at her. It didn’t matter that she usually hid in her trailer after shows to make sure none of them could find her. All that mattered was the increase in ticket sales and the fact that they were saving money.

MJ didn’t agree, but, Penny thought, that didn’t matter either. They had jobs. They were making money. They were far away from Norman. Their next city was in Tennessee, then Kentucky, and then they would work their way west, covering most of the southern states. It would be ages before they were anywhere near New York again. Hopefully. And with as much as they were making, even MJ couldn't argue that they were doing well.

So her job wasn’t her main problem. Heck, Tony Stark showing up at her door wasn’t her main problem...maybe he just liked circuses. Maybe he and his friend really just wanted to talk to an acrobat or whatever she was. Penny had no idea how the minds of billionaires worked, and she didn’t have much interest in learning. 

No, her main problem was Skip Westcott. She sometimes thought she should have trusted her senses. Then again, with the money they were making and the fact that room and board was covered, plus they got to move to a new city every month or so, this was the best opportunity she was going to get. Even MJ had to agree with that. But she’d known from the moment that she’d met Skip that there was something off about him. He was short-tempered, sure, but Penny had known lots of men that were short-tempered. He was a hard man to please, and he demanded perfection from his performers. Again, Penny thought as she led the men away from the circus, understandable. Maybe even admirable.

But then he’d started watching her. Not watching her like a boss watches his employee. Not watching her like a man should watch a teenager. No...he watched her with a fascination that made her stomach turn. He watched her like he wanted to touch her. Like he wanted to put his hands on her. And sometimes he did. Sometimes he placed a hand on her shoulder during her training. Other times he placed a hand on her lower back as he passed. But Penny tried to make sure they were never alone together. Tried to make sure he never got an opportunity to get too close. 

  
MJ didn’t know any of this. Her girlfriend knew almost nothing about Skip, other than the fact that he paid them. And Penny wanted to keep it that way. 

He’d been in her trailer when she’d returned from the performance, her not noticing him at first. She’d been in too much of a hurry to get the face paint washed off and curl up on the sofa where she planned on texting Ned and reading a book. A real exciting night had been in the works. But then she’d left the bathroom and found him on the sofa, bottle in hand. Penny had seen him drink before, but never like this, straight out of the bottle, eyes red-rimmed and bloodshot. 

Penny had taken a deep breath, reminding herself that she was strong. That he couldn’t hurt her because she could take him down. Easily. She might not have a job afterwards, but at least she would be safe. MJ was in the back of the tent still, working with another girl to finish up some costume repairs...she wouldn’t have to know why they had to go. Penny could tell her later, when Skip wasn’t within slapping distance.

He had looked up at her, smiling a little and taking her in. She’d changed into jeans and a hoodie...nothing revealing, but she had still felt like he could see through them, and she had been forced to repress a shudder. “You’re the best one out there, you know that?” He’d asked, sitting up a little and swaying. Had he been drunk during the show? She always kept an eye on him...and on that whip he carried. He’d never hit her with it, but something about the way he held it bothered her...like he liked it. Too much. Like he liked the power. Wanted to use it.

“Everyone works hard,” she’d told him with a shrug.

“But you…” He’d pointed a finger, laughing a little. “You’re special. I’ve worked with mutants before but none like you.”

“You should go to bed.” Penny had kept her distance, phone shoved deep in her pocket. “It’s late.”

“You’re different, Penelope. You’re…” He had shaken his head, finally lurching to his feet. “The Amazing Spider-Girl! You’re our new star!”

Penny had suspected that, from the way she was being more and more prominently featured on the posters. But never her full face...only from the side, with the face paint. “Does that title come with a raise?” She had joked, glancing once more at the door. She could make it out no problem. Even if he came after her. But she’d rather him leave. 

“It can.” He had shrugged, taking a step toward her. “I know you’re a great performer. You’re a hard worker. I just need to make sure that you can be a...a team player.”

Penny had felt her heard stutter in her chest, but did her best to keep her face calm as she had edged toward the door. “I think that’s a good idea. I could work more with the acrobats....it could be really cool.”

Skip had given her a little smirk, shaking his head. “That wasn’t exactly what I was thinking.” 

Penny had given a firm shake of her head, taking a step back to put more space between them. “You need to go to bed, Skip. You’re drunk.” 

His face had changed then, contorting into an expression of fury, and he’d turned, fist slamming into the wall and making a dent. “You’re a little tease, you know that?” he’d hissed, and Penny had thrown her door open, ignoring his cursing behind her, and the way he called for her as she had hurried outside. She’d needed to get out. To get away from that man.

“You need to go!” she had snapped, whirling around, fists at her side, but her voice had been too weak for it to be a real threat. 

“Look, I’m sorry if I gave you the wrong impression. I just wanted to...where are you going?” 

Penny had ignored him, slamming the door behind her and then hurrying down the stairs, hoping to go find MJ. Not that she would tell her girlfriend anything...but she just wanted to be with her. Instead, she’d found Tony Stark and Colonel James Rhodes. Two superheroes, one of whom might be buddies with Norman Osborn. And now she was leading them to the diner along a dark, almost deserted street. Fighting the urge to speed up, Penny took a deep breath, trying to focus on her surroundings. Her senses were quiet...so these men probably didn’t want to hurt her. 

Even if she was giving them the perfect opportunity. 

They were quiet until they reached the diner, the two of them stepping inside behind her. When she went to pull out some money from her pocket, glad she’d stuffed a few bills in there the last time she’d worn them, Tony Stark waved a hand. “It’s on me, kid.”

Well...that was...nice? Part of her didn’t want to accept...but she was a runaway teenager and he was a billionaire. 

The three moved to a booth, directed by a tired looking but familiar waitress who took their drink orders and left them with their menus, shooting Penny a questioning look before she left. Penny just smiled at her, trying to convey that everything was fine. That she had dinner alone with superheroes all the time.

“So, Penelope, right?” Colonel Rhodes confirmed, and she nodded. “I’m James Rhodes. You can call me Jim.” He reached out a hand that she hesitated before taking, making sure to squeeze just enough that he knew she was strong. That he knew she could take care of herself if she had to. Sure, they had super-suits, but she would fight if it came to it.

“Tony,” the other man introduced himself, and she took his hand as well. As if she hadn’t already known their names. As if there was anyone in the world that didn’t know Tony Stark.

“Nice to meet you.” Penny didn’t want to say much...didn’t want to risk giving anything away. Still, there was one big question she wanted answered. “Why did you want to talk to me?”

“Well...you’re a...a mutant, correct?” James asked, voice lowered. 

She blinked at him. It wasn’t quite a rude question...but it certainly wasn’t a polite one. Then again, she did work for a ‘mutant circus.’ So Penny decided to just go with the story she’d been telling. “Yeah.” It wasn’t really a lie. Most people didn’t care about the distinction between mutants and the enhanced. She doubted they did either. Hell, she didn’t really care, to be honest.

“How old are you?” James wanted to know. She was all too aware that Tony was letting him ask all the questions. But Iron Man wasn’t stupid. He was paying attention too. So she kept her face as blank as she could, but she had never been a great liar.

“Seventeen.” 

It wasn’t even a good lie. Her voice wobbled a little, and before she could catch herself she lowered her eyes, flushing just a bit. Even she didn’t believe herself. The men gave her inscrutable looks, but she was saved by the waitress. Penny ordered oatmeal, the cheapest thing on the menu, and they ordered burgers. 

“You sure that’s all you want?” Tony asked, and she nodded, despite the fact that she was starving after the performance she’d just put on. There was food in their trailer...she could eat later.

“Do you know who Charles Xavier is?” James wondered then.

Penny thought for a moment. “I...I don’t think so.” It was true. She might have heard the name, but she wasn’t sure who exactly he was. Maybe someone associated with the Avengers? 

“He runs a school. For mutants. Children who don’t have anywhere else to go.”

That’s when Penny felt a rush of relief. They weren’t here because they had any idea who she was. They thought she was a runaway mutant that needed help. And…okay, so she sort of was, but not anymore. She had a home now. Well, a temporary one. And a job. With a boss that may be a pedophile. But she was strong and she could take care of herself. 

“That’s nice, but I’m fine. I have a job and a place to live.” Her voice was flat, and she turned to look for the waitress, hoping she’d bring their food soon. The men exchanged looks and she thought about excusing herself to the bathroom...then running. Would they come looking for her again? They’d done their duty. They’d come and informed the poor runaway that she had a place to go if she needed it. Maybe they’d give her a business card and let her get back to her life. 

James opened his mouth again, but it was Tony who spoke. “That’s good. We’ve been trying to help Xavier out...keep an eye out for kids that might need help. But it looks like you’ve got things handled here.” 

She couldn’t tell if he was serious or if he was patronizing her. He looked serious...his smile seemed genuine. She let herself relax just a fraction of an inch, giving a brief nod and dropping her eyes back to the table. 

“So,” he continued, leaning back in the booth. She knew what he was doing. She knew that he was trying to look non threatening. Trying to put her at ease. “Are you still in school anywhere?”

“I study on my own.”

“Yeah? What do you like to study?” 

Penny shrugged, some part of her wishing she could tell him that she’d always wanted to work for him. That she’d always wanted a job with Stark Industries. “Um...science.” She decided to go with just a bit of the truth. “Physics, chemistry, engineering.”

He gave a low whistle. “That’s some pretty heavy stuff to study on your own. Where did you go to school? Before you ran away to join the circus.”

Penny opened her mouth to answer, then cursed herself for almost being an idiot. Her mouth shut so fast that her teeth clicked together, and she glared at Tony Stark. Did he think she was that stupid? “Montana,” she bit out, and he gave a rueful smile, looking more amused than contrite. 

“Sorry. Can’t blame me for trying.”

“I can, actually.” 

He laughed a little, looking so genuinely friendly that she suddenly wanted to trust him. She wanted to tell him about Norman Osborn and what he’d done to her, and about his men coming to her home and killing her aunt and uncle...the last family she had left. She wanted to tell him that she was still scared every day, and that she and MJ still looked over their shoulders and that MJ sometimes missed her parents, despite their flaws. She wanted to tell him that her best friend Ned was the only person they could still contact, and that they had to be careful doing that. That the only money they had was hidden in their bags, and that they were so afraid of it being stolen that they barely ever got it out. Only when they absolutely had to and only when no one else was around.

When the waitress brought their food, Penny forced herself to eat slowly, keeping an eye on the two men. It was a while before anyone spoke, but it was Tony who did, unsurprisingly. 

“So, science.” He put his burger down, seeming more curious now than anything. “You know, I’m something of a science enthusiast myself,” he told her, and she couldn’t help the smile. 

“Yeah, I might have heard something about that.”

He chuckled. “I thought you might have. Have you done anything with robotics?”

“I was in my school’s robotics club.” She figured that enough schools had robotics clubs that this was safe information. “I was trying to program an AI assistant for people with vision problems when...” She stopped herself, looking down. “When I...got a job at the circus.” 

“You know, SI is always looking for interns,” he told her offhand. “If you can program your own AI, you might stand a chance to get in. That’s not something many people can do. Present company excluded of course.” 

“I have a job,” she told him simply, unable to keep all of the regret out of her voice. He knew it. And she knew he knew it. But it didn’t matter. Even if his offer for an internship was genuine, she could never go back to New York. Suddenly her future, laid out in front of her as it really was, seemed bleak. Almost painfully sad. How long was she really going to work for a mutant circus? How long could she avoid Skip before he tried to do something...before she was forced to get physical to stop him? Before MJ found out? 

“Alright. Well, if you ever change your mind about that…” Tony pulled his wallet out and withdrew a business card, holding it out to her with a smile. It wasn’t like any business card she’d ever seen. It simply said ‘Tony’ in play black letters, with a phone number underneath. “That’s my cell.” He nodded towards the card. “Not the company number. You ever need a job, give me a call.”

Penny stared down at the card, swallowing hard. Tony Stark, Iron Man, had just handed her his phone number. Had just offered to help. Did he mean it? Would he really help her? When she lifted her eyes, both men were watching her, something soft in their eyes. They meant it. They...

Penny’s thoughts broke off when her phone began to buzz in her pocket. Pulling it out, she glanced down at the screen. MJ. She glanced up at the men, apologetic, but James waved a hand. “Go ahead. It’s fine.”

She brought the phone to her ear, dropping the business card into her pocket, and the words came out before she thought about what she was saying. “Hey Michelle. I’m fine. I just...went…”

Penny watched it click. Watched Tony Stark realize who she was. It must have been all over the news in New York. They’d kept their first names the same. It would have been a high-profile case for a while. She’d hoped that sort of faking their deaths would work but there would have been pictures and Tony would have seen them. His eyes widened, mouth dropping open as he leaned in to get a better look at her, and she stood, scrambling out of the booth while James held his hands up.

“Woah...what…”

“Penelope Parker?” Tony nearly whispered, trying to push James out of the way as he, too, struggled to stand, but Penny was running before he had the chance.

“Penny? What…” MJ started, sounding worried, but Penny was shoving her way past a waitress, throwing the door open and running as fast as she could.

“MJ? Code red!” 

“Give me ten minutes.”

**Thank you for reading!**


	7. Pursuit

Tony managed to climb out of the booth and run after the girl, making it almost half a block before realizing that chasing after a scared teenage girl might not be his best look. He came to a stumbling halt in the middle of the sidewalk, watching her retreating form for a long moment before Jim caught up with him, grabbing his shoulder and shaking his head. 

“Tony...what the hell?” 

“Penny. Penelope Parker. Penelope Parker and Michelle Jones,” Tony hissed. When his friend just stared at him, he shook his head. “The girls that went missing a few months ago. Penelope Parker’s aunt and uncle were found dead in their apartment. Penelope’s backpack was found by the river.”

Slowly, comprehension dawned in Rhodey’s eyes. “Wait...are you saying that she’s…”

“Well if there was any doubt, her reaction sure cleared things up.”

“So...Penelope Parker is a mutant?”

Tony drummed his fingers on his leg, shaking his head, trying to think. That didn’t make a lot of sense. Sometimes mutations didn’t show up until a child reached puberty, sometimes even later. But on the same night that her aunt and uncle were killed? And why run? Why make it look like she was dead? Why had Michelle Jones gone with her?

What had happened at Oscorp? He pulled out his phone, looking for any news, any kind of alerts from Friday to see if she’d been able to get the footage, but there was nothing. 

“I don’t know,” Tony finally admitted. “It doesn’t all make sense. Who killed her aunt and uncle? And why would she run?”

“Maybe she was afraid that people would come after her?”

“But who? She’s working for a mutant circus, so she doesn’t seem to care if people know what she can do,” Tony reasoned, making sure to keep his voice down. The sidewalk was mostly deserted, but he wasn’t willing to take a chance. The girl was scared. No, he thought, remembering her expression. She was terrified. She was utterly terrified of people finding out who she was. “She doesn’t care if people know that she’s a mutant...hell, she told us that herself. She ran when I figured out who she was.”

“So she’s running from someone. Someone in particular that knows her,” Rhodey suggested. “Someone who wanted her whole family dead?”

“But why Michelle Jones? Why take her friend along?”

“Maybe she was lonely?” 

Lonely. The word struck Tony. Had she been lonely? He’d only seen her really interact with two other kids on that video from Oscorp. Michelle Jones and Ned Leeds. She was what, fourteen? A fourteen year old girl, scared and traumatized after the murder of her entire family, might go to her best friend. But what about her other friend?

He lifted his eyes to his friend’s. “We need to get back to Queens.”

The police had spoken to Ned Leeds, although nothing had come of it. The boy had apparently last seen his friends right after school, and Tony could understand his parents wanting to keep him out of the public eye, especially since his two best friends might be dead. But they weren’t...these were smart kids. They were each toward the top of their classes in every subject from chemistry to a robotics coding class to art. According to everything he’d been able to find on Penelope Parker, or Penny, as she was apparently called, she’d been hoping to apply to MIT and work for Stark Industries.

He’d looked at that footage dozens of times. How had it taken him so long to figure out who she was? How hadn’t he connected the dots? Her hair was different...shorter and blonde. And she’d been wearing face paint during the show, but afterwards....she looked different, he supposed. Kind of tired. Older than she had in her yearbook photo, and even older than she’d looked in the Oscorp footage. And then, when he’d said her name, she’d been afraid. So afraid. Afraid of him and afraid of something else, he was sure. He just wasn’t sure what. 

Tony drummed his fingers on his leg as Happy drove them into the city. He’d left Rhodey at the tower for this particular outing, hoping to have him look at the Oscorp footage and see if there was anything Tony had missed. He hadn’t shown anyone else yet. Hadn’t wanted anyone to know about his obsession just yet...not until it panned out. But Penelope Parker was alive, and so was Michelle Jones, and Ned Leeds might just know what had really happened. 

The boy lived in an apartment building just like Penny’s, located only a few blocks away in Queens. The smell of what Tony thought was pad thai made his stomach growl as he stepped out of the elevator, remembering at the last minute that he’d forgotten to eat lunch. Or dinner. It had been kind of a long day. Also there was another meeting with Ross coming up that he wasn’t even remotely prepared for, and he’d somehow let a runaway teenager escape without managing to help her, other than handing her his business card. 

It wasn’t enough. He had to do better. He had to help this kid. Because he was a superhero and because she was a teenager with some kind of powers and it wasn’t fair that this girl had lost everything and been forced to run away from home, no matter what the reason.

He hesitated before knocking on the door. He thought he had a pretty solid excuse ready for being here...he’d tell the boy’s parents that he was here to offer him an internship. And that wasn’t even that far off! He’d give the kid an internship if he wanted one. There were some spots down in research and development, and they could make room, especially considering Ned’s grades. But he needed to talk to Ned alone. And he needed to get Friday to hack into the boy’s phone.

No, he didn’t feel good about this. He’d have to make it up to the kid later.

It was Ned Leeds himself who opened the door, eyes widening when he realized who exactly it was standing in front of him, and Tony gave his best paparazzi smile, holding out a hand. “Ned Leeds?”

“Uh...yes…”

“Hi. Tony Stark. I was wondering if you had a minute.”

For a moment, Tony thought the kid was going to pass out. Or scream. Or both. But he did an admirable job of pulling himself together and took a step back, his expression going from excited to wary, and Tony wanted to know why. What did these kids think he was involved in? Who did they think he would tell about their little secret? As soon as he stepped into the room, he hit a button on the side of his glasses before pulling them off, and Friday started working on hacking into Ned’s phone. 

Ned led him into an empty living room despite the fact that it was nearly six, and there was a take-out container on the coffee table. The TV was paused on what Tony would have guessed was Star Trek but might have been another space show, and there was a cellphone on the table. But not just any cellphone. A flip phone. 

A high schooler who went to Midtown tech and excelled in coding and, from what Tony had been able to dig up, some pretty advanced hacking, had a flip phone? Ned followed his gaze to the phone and snatched it a little too quickly, giving a nervous laugh. 

“My dad’s phone. He forgot it.” With a shrug, Ned stood and moved into the kitchen, dropping it into a drawer, then joined Tony once again. “Um...so...can I help you, Mr. Stark?”

“Tony,” he insisted again, hoping to put this kid at ease. “You the only one home?” He realized after saying that it sounded kind of creepy, but Ned just stared at him, expression unchanging.

“Yeah. My dad should be home in about an hour. My mom just left for work.”

“Good. I had some questions about your friends. Penelope Parker and Michelle Jones.”

Ned stiffened. “Well the cops already asked…”

And then, Tony decided to take a gamble. “I just talked to Penny a few days ago. Did you know that she literally ran away to join the circus? I didn’t think kids actually did that. Figured it was just a myth.”

Ned blanched, shaking his head. “That’s not...she’s...the cops all say she’s…”

“Yeah, I know what the cops say. The thing is, she’s alive and well and working for a circus. An actual mutant circus. Which begs the question...why?” 

“Look, I don’t know…” The boy started, but Tony pulled out his own phone, nodding. 

“Then why do you have a burner phone?” 

Ned shook his head, biting down on his lip when he stared at the screen of Tony’s phone which displayed messages between him and the contact ‘Pen.’ 

“You...you should go…” 

Tony couldn’t even imagine the courage it had taken for the boy to say that, especially considering the Iron Man poster he’d caught a peek of through an open door on his way to the living room, and Tony felt his chest clench. He didn’t want to scare the kid. He just wanted to help. Dropping his hand, Tony sighed, trying for a look that was a little more genuine. “Look, Ned...I don’t want to hurt your friends. I just want to help.”

“Your friend killed her aunt and uncle!” Ned cried, leaning forward and glaring, then shut his mouth with an audible click. Tony sat back on the sofa, arms crossed as he regarded the now contrite boy. 

“My friend?” Tony repeated, shaking his head. “What do you mean, my friend?”

“Nothing.”

“Ned, if someone is trying to hurt Penny…”

“She’s fine! No one’s going to be able to find her.”

“I did.”

The boy clenched his jaw, looking away. 

“Ned, I promise you, I wouldn’t hurt Penny. I just want to help.” The boy stared at him for a long time, and Tony saw in his eyes how much he wanted to believe him. How much he idolized him. And so Tony leaned forward, clasping his hands together. “I swear to you. I just want to help her. We’re working on fighting that mutant registration act...Jim Rhodes was the one who found Penny. Through the circus...he’s been working with Charles Xavier to find mutants, especially kids, that might need help.”

Ned hesitated, arms still crossed tight across his chest.

“Whatever you tell me doesn’t go any further than the Avengers, and I’ll only tell them whatever I have to to help her.” 

Ned dropped his eyes, still reluctant, but the boy sighed after a moment, dropping his voice. “It doesn’t matter. They’re gone.” 

Tony lifted his eyebrows and tilted his head. 

“They left the circus...they’re going to find a new place to hide,” Ned clarified.

“Can you tell me what you meant? About my friend? What did you mean, my friend killed her aunt and uncle?”

Ned clenched his hands in his lap, looking impossibly young in the recliner across from Tony. Standing, Tony took another chance and moved over to the coffee table, sitting on the edge and dropping the public persona for a moment. “She seems like a smart kid. You’re all smart kids. So you have to know that she’ll get caught eventually. Maybe even by the people trying to hurt her. All I want to do is make sure she’s safe. It’s what I do.”

“I don’t know what they’ll do...if they find her,” Ned whispered. 

Tony leaned in as he tried to make a promise he prayed he’d be able to keep. “I won’t let them hurt her. I’ll protect her.”

Ned hesitated, giving a short nod. “She’ll kill me. If she finds out I told you…”

“Would you rather her be angry with you or dead?” It was harsh. Tony hated himself for the words, but he was afraid they were true. These people had killed her aunt and uncle. What would stop them from killing her? 

The boy flinched, swallowing hard and dropping his eyes before clearing his throat. “We went on a field trip. To Oscorp. It was right before she got really sick.”

Tony nodded. “I know. I saw some of the footage.”

Ned narrowed his eyes at that, but shook his head and went on. “We were visiting one of the labs and she went to use the bathroom. She said she’d be right back but...she didn’t text any of this to me. She said we couldn’t talk about it over text just in case. But she told me...she told me on the phone. There was a room with spiders.”

“Spiders?”

“Yeah...but they were testing stuff on them. Like...radioactive stuff. And one of them bit her. She got really sick and was out of school for a week, and then she said she went out a couple of times and was helping people. People called her the Spider-Girl...like, on Youtube. She said she stopped a guy from getting mugged...she made these webs and...she could swing from them. She said she made them in Chemistry class.”

Tony stared at him for a moment, then shook his head. “Are you telling me that your friend became a superhero?”

Ned shrugged. “Yeah, I guess. And she really liked it. But then..she said that two guys came to her house from Oscorp. They said that Norman Osborn wanted to talk to her, and then...they killed her aunt and uncle.”

Tony held up his hand. “Why did you say ‘my friend?’” he asked, head spinning. Norman Osborn had killed her aunt and uncle...or, had them killed. He saw her as his property now...he would hurt her. He would experiment on her. All of this came to Tony in a flash and he refused to let it happen. Norman wasn’t going to hurt this girl. Not any more than he already had. 

The boy shrugged again. “We just figured all you billionaires knew each other.”

“We do. That doesn’t mean we like each other and it certainly doesn’t mean that I would ever condone Norman murdering someone to get to a child!” He rubbed a hand over his face. Did these kids really think he would have been okay with that? He was Iron Man! Since when was Iron Man cool with human experimentation and murder? “Okay....so she ran.” He forced himself to lower his voice once more, not wanting to freak Ned out. “Why did Michelle go with her?”

“I think MJ had family that could help. Or friends or something. Her family knows people like that.”

“So Penny went to Michelle because she thought Michelle could help and Michelle just...went with her?”

“Oh...no, Penny went to MJ because she’s her girlfriend.” 

Oh. Yeah that made more sense.

“They hadn’t told anyone yet...like their parents or anyone at school. I don’t think MJ would ever have told her parents. They kind of suck. But Penny probably wanted to tell her aunt and uncle.” He swallowed hard, looking younger than his age. “They were really great. The only family she had left.”

Tony clasped his hands. “Ned? I’m going to make sure Norman Osborn can’t get to your friend. I’ll make sure she’s safe. Okay?”

“How are you going to do that?”

“I’m Iron Man, kid. Saving people is what I do.”

Tony hoped he’d said it with enough confidence, because in truth, he wasn’t actually sure.


	8. Code Red

They had come up with the idea in the first town the circus had traveled to, right after receiving their first paychecks. It had been only a matter of time, MJ had insisted, before someone recognized her or tracked her down. You only got to keep your luck for so long. And so MJ had come up with the plan, with Penny helping her to shape it. Code Red. The phrase meant that they had been discovered. That they had to get out. They could never say it as a joke. They couldn’t say it unless they were sure. Because Code Red meant a complete reboot. 

It meant grab the money, ditch everything else, and run.

MJ had been in the back of the tent in the costumes trailer, mending something for one of the acrobats. To her surprise, she’d come to enjoy working at the circus more than she’d thought she would, although she still worried about Penny. Did her girlfriend see how Skip looked at her? Did the cat calls and disgusting men bother her? It wasn’t something they talked about, but in every city it had gotten worse. And yeah, Michelle was aware of the fact that this was probably the best job they were going to get, so they’d better take advantage of it while they could. But it still scared her sometimes, the way that men looked at her girlfriend. 

So they saved. They saved every penny they could and ate as little as possible and stocked up on peanut butter. They played cards like old people at night. They tried not to talk about the fact that they were dating and living together and basically acting like an old married couple at the age of fifteen. And they both tried to avoid Skip.

Not everyone in the circus was like him. Lots of the other performers were kind. Some weren’t. Some didn’t like the fact that a kid had showed up and out staged them, but MJ couldn’t worry too much about that. She wouldn’t let herself. They needed money and that was their number one priority. 

And then she decided to call Penny. She had been sitting cross legged on the floor, working on some repairs, and had been calling to tell Penny she’d be late, and to look out because Skip had been drinking. Penny had answered, and then she’d gone silent, hanging up the phone.

MJ had jumped to her feet, ready to go find her, when Penny had called back and said the words.

And then MJ was running.

They kept their money in a little wallet stuffed in the bottom of one of their backpacks, and at the last second, MJ decided to alter the plan. Dumping the backpack, she replaced the wallet, then grabbed a throw blanket and stuffed it inside, pocketed her own phone, then looked around the trailer, heart pounding. What would they need?

Grabbing their jackets and pulling one on, then stuffing Penny’s inside, she made sure she had their documents. Their IDs had held up so far, and she had no idea how to get new ones at this point. She did one more sweep, checking her watch. They would meet at the closest bus stop and she didn’t have much time. Deciding on the full jar of peanut butter and the half loaf of bread, she put them inside the backpack, zipped it, then left everything else behind at a run.

No one even noticed her leaving. Everyone was inside, cleaning up and winding down from their show. In her head, she started to plan. They would meet at the bus stop and head west. The further the better. Maybe they’d make it to Texas or Nevada...no one would look for them there. 

As soon as she spotted Penny, she pulled the jacket out of the backpack and then threw the thing back over her shoulder. Penny took the jacket with a shaking hand.

“I’m sorry.”

“It’s fine. We'll find another place. We’ve got money saved up.”

“It was my fault.”

“We’re fine.” Michelle reached out, gripping her shoulder. “We’ll be fine. Okay?” Her girlfriend gave a shaky nod. “I’ll call Ned and update him. We’ll catch the next bus and figure it out from there.”

They were on their way west, Penny asleep on MJ’s shoulder, when she got the call from Ned. Michelle had given him the rundown a few hours earlier via text, keeping specific locations and names out of it. All he really knew was that they were moving and that they were going to try to find a new job. So she was surprised when the little flip phone vibrated in her pocket. She pulled it out, glancing over at Penny to make sure she hadn’t woken her, before answering. 

“I’m on a bus,” Michelle told him, keeping her voice down. The seats immediately in front of and behind them were empty, but there were other people on the bus, and the last thing they needed was to be recognized again. She had only gotten the basics from Penny...Tony Stark and James Rhodes had wanted to talk to her. They’d thought she was a mutant kid that needed help. Stark had connected the dots somehow.

“Tony Stark just came to my apartment,” Ned hissed into the phone, sounding just as awestruck and terrified as Michelle would have imagined. She clenched her jaw, glancing once more at Penny.

“Why?” she asked, figuring if she kept her answers short enough, she was safe. The fingers of her left hand were intertwined with Penny’s and she wished, not for the first time, that things could just be easy. That they could be normal kids back in their above average high school...that they could have had a real first date and a real, normal relationship instead of whatever this desperate, unsustainable thing was. Why had Penny gone into the room with the spiders? Why couldn’t she have just stayed with the group?

These were not questions that she’d ever asked Penny, and she hoped they never escaped her mouth.

“He said he wanted to help. Norman isn’t his friend! They don’t like each other. And Mr. Stark wants to help you and Penny! He asked about you guys and I tried not to tell him anything but...I mean, I told him what happened to Penny. He sounded like he was serious about helping!” Ned rushed on, sounding panicked. “Like, he promised to keep you guys safe.”

Once Michelle had hung up, she weighed her options. From the time she’d been six years old, she’d learned to think carefully before acting. Living with an alcoholic and sometimes drug addict would do that to you. Her mother hadn’t been much better, flying off the handle over things that had seemed to Michelle like nothing. But she’d learned to predict their moods. Had come up with an escape plan after countless google searches at the public library. Had learned everything she could about their sketchy family friends and had mapped it all out.

But none of those plans had involved becoming fugitives from an evil billionaire. 

Tony Stark was a billionaire, sure. And his past was questionable. But, Michelle thought as the world passed them by, he was also Iron Man. He had built a suit to make himself a superhero. He had saved people’s lives. Had helped save New York. Maybe...maybe he really did want to help. He and Colonel Rhodes were loud supporters of Charles Xavier and were publicly against the Mutant Registration Act. They thought Penny was a mutant, and she was close enough to one that maybe...maybe he really would help them. 

Where would they be safer than with an actual Avenger who, for whatever reason, had decided to make them his new pet project? Who cared what his motives were if he would protect them? If they could convince Tony Stark to give them shelter, would Norman Osborn dare come after them? They would presumably be stuck in a safe house somewhere, or put into witness protection or whatever the superhero mutant equivalent was, but at least they wouldn’t have to pray that someone took pity on them and gave them jobs, or worry about ending up on the streets. 

Michelle didn’t regret going with her girlfriend...except for the times she did. Except for the times when she remembered the stability of school and Academic Decathlon. Except for her memories of being with Penny back before any of this, for those few days when they’d secretly held hands at school and when she’d snuck looks at Penny, drawing her in her notebook. Except for when she ate a peanut butter sandwich for the fifth day in a row because she never knew when they were going to lose that job and run out of money. 

They could dye their hair again. They could get new clothes and new backpacks and look for jobs until they were inevitably caught by the billionaire hunting them or their teenage romance was struck down by stress and fear and the impossibility of their situation. Or they could take the hand that had been offered to them and pray it didn’t hurt them. 

She waited until Penny woke up to tell her the plan, figuring that they weren’t exactly in a rush as long as Tony Stark didn’t get bored with the idea of helping them too easily. The girl on her shoulder took a while to wake, hand twitching in Michelle’s, her head nuzzling against her neck. “You awake?” Michelle asked, unable to help the smile. Penny was cute when she slept. She’d thought so for years.

“Yeah,” Penny murmured, and as soon as she opened her eyes, the little smile on her girlfriend’s face was gone. It was always like that once she was back in reality. It wasn’t just MJ who was unhappy with their situation. Even in the circus job, Penny hadn’t been happy. At first, it had been as though she’d been in shock. She’d gone to practice and done her routines and performed for audiences, and then she’d gone to bed. MJ had barely been able to get a word out of her, and she’d known that this was Penny’s way of mourning...or more accurately, of shoving all those feelings back. She knew that because she was doing it too. Push the feelings back for long enough, and maybe they’d go away.

Eventually she’d started smiling more. Talking more. But it wasn’t the same. Penny had built a wall around her pain, the same as MJ. They’d both lost their homes and their families, though in different ways, and their lives. And now, they had a chance, just a sliver of a chance, to get them back.

“We need to get off the bus,” MJ whispered, lips right against Penny’s ear, and Penny gave her a questioning look but didn’t question her. Because really, MJ was in charge. Except she didn’t want to be. She wanted to be a high schooler again. A kid. A girl who loved her girlfriend even if, statistically, she knew their love probably wouldn’t last. She wanted to have hope that they would beat the odds and she wanted that to be her biggest concern in life for a while, not which of the groceries they’d bought should she shove into a backpack when they fled their jobs with the circus. 

They got off at the next stop in a city whose name MJ didn’t know and didn’t care about. Picking a direction, she started walking, Penny tagging along behind her, and then Michelle picked a hotel and handed over a chunk of their precious money for a single room with one full-sized bed. Penny followed her, silently concerned, until they stepped into their most-likely roach-infested room and locked the door behind them, pulling the deadbolt. 

“Why did we get off the bus?”

“I think we need to ask Tony Stark for help.”

Penny blinked, slipping the backpack off her shoulder and dropping it onto the bed. The room was dark and dingy, and MJ stepped over to the dresser and turned on the lamp. It had a dusty yellow shade and only made the room look worse, but at least she could see Penny’s face. She was staring at her, mouth open, eyes wide. She started to speak more than once, but the only word that came out was “what?”

“Look, I just got a call from Ned. Tony Stark went to his apartment…”

“Is he okay?”

“He’s fine.” MJ waved her off, ignoring how Penny’s eyes narrowed a little. “He told Ned that he wanted to help us. He said that he and Norman Osborn aren’t friends. That’s something we can probably verify with a google search. If they were friends, there would be pictures of them together. And think about it. He’s a superhero. A self-made superhero. He went from selling weapons to trying to privatize world peace. And I know he’s a billionaire and I know that we might not be able to trust him but...but if he can help us, then I think...I think we should risk it.”

Penny shook her head, eyes wide in what Michelle knew was fear, and she sat down hard on the bed, heart sinking. 

“If he’s lying...he can just turn me over to Osborn! How do we know he isn’t going to do that? Or...what if he wants to experiment on me? Or just kill me? Or…” She trailed off, and Michelle put her head in her hands. “MJ...it’s too risky.”

“So what? We find another mutant circus?”

“No, we...we get jobs. Like you wanted to.”

“No one is going to hire us,” Michelle whispered, feeling the full weight of their situation settle on her shoulders as her eyes got hot. “We’re going to run out of money and no one is going to hire random teenagers off the street. We don’t have resumes or job experience or…”

“But if we…”

“I can’t do this anymore.” The words were out before she could think about them, and although they were true, they still tasted sour in her mouth. 

“What do you mean?” Penny asked, her voice so soft and scared that MJ knew that Penny knew exactly what she meant. And she felt bad. Really, she did. Because if it came down to it, she knew that Penny would come back with her before she’d try to do this alone.

“I mean I can’t do this anymore. We need help.”

Penny was silent for a long time, and MJ couldn’t bear to look at the hurt and the fear she knew she would find on the other girl’s face. They existed in that silence for what felt like hours but must have only been minutes, before Penny finally sat down beside her, hands clasped in her lap, their legs close but not touching. “Okay.” 

Michelle looked up at her then, knowing that Penny was hurt and knowing that she had caused it and knowing that if this went badly, that she’d blame herself forever. “Okay?”

When Penny spoke again, her voice was flat. Almost emotionless, like she’d sounded at the beginning of all this, and Michelle hated herself just a little. “Yeah. When do you want to go?”

“Tomorrow.”


	9. New York

The trip to New York felt like the longest of Penny’s life. Sitting in the seat by the aisle, she clenched her hands in her lap and watched the world go by, feeling the weight of every glance from the other passengers, but especially from Michelle. Things had been quiet between them from the time they’d woken up, both silently eating peanut butter sandwiches, to when they’d bought the bus tickets, to the last four hours of the trip. Penny pulled out her phone every once in a while, staring at the screen for a few minutes at a time before putting it away. It was just an old flip phone...she could barely get on the internet, so she had no idea why she kept pulling the phone out.

She wanted to talk to Michelle. She wanted to ask what was going on, if things between them were over...if she was angry or if she was just scared. She wanted to know exactly what Ned had said and exactly what Tony Stark had said...more than anything, Penny wanted her aunt and uncle. Closing her eyes, she dropped her head against the back of the bus seat, hands in tight fists in her lap. She wasn’t going to cry...wasn’t going to let herself cry on a bus with MJ watching. Her girlfriend had been so strong this whole time and now...now she was saying she couldn’t do this anymore and Penny didn’t know what that meant. What she was referring to. What was ‘this?’ Was it the running away? The traveling? Or did she mean Penny?

It was too much. All of it. And the only way she could cope with it was if she kept moving. Kept herself from thinking about it. Any of it. She couldn’t think about May or Ben and she couldn’t think about MJ possibly breaking up with her or leaving her alone and she couldn't think about what Skip had wanted with her or what might be waiting for her in New York. Instead, she tried to sleep. She stared out the window. She waited. And before she knew it, they were in New York again.

Both Penny and MJ had grown up in New York, and despite the months away and the danger of being in the city, Penny felt a rush of relief as soon as they got off the bus, stepping onto the familiar sidewalk at the same station where they’d bought their first tickets not too long ago. Michelle, too, seemed to breathe a sigh of relief, a tiny smile appearing as she looked around the city that had been her home.

She wanted to take MJ’s hand. Wanted to feel just a little normal in the city that was supposed to be home. Instead, she strapped the backpack on and followed Michelle, trusting her girlfriend to lead her somewhere safe. They would call Tony Stark and hopefully the man would help them and maybe...maybe they would be okay. 

Penny wasn’t sure about the logistics. She didn’t know when MJ wanted to call Mr. Stark or where they were going in the meantime, but after their almost fight, she was a little afraid to ask. So she just followed, head down, trying not to make eye contact with anyone on the sidewalk. It was fairly early morning, and the two blended easily with the other morning commuters as they crossed streets and slid into large groups, faces downturned in the hopes that no one familiar with their case would get a glimpse of them. Penny stayed a step behind Michelle, fingers itching to pull out her phone and text Ned...to tell him that they were safe in the city and that they could maybe meet him or come to his apartment or something. She missed him more than anything, and had been texting him as often as she could over the last few months. Anything to take her mind off of her aunt and uncle. Anything to forget the sound of their hearts stopping and their bodies hitting the floor.

She’d left them there. She’d heard them die and she’d left them there.

Penny shook her head to clear it, trying to physically force the thoughts away. She had to see Ned. She had to talk to him. Really talk to him, face to face, about all this. About her fight with MJ and how strange everything was and how afraid she was that Norman Osborn was going to find her. That Tony Stark wasn’t really going to help them. That he’d betray them to Osborn and then all of this would have been for nothing, and she would have dragged Michelle into it only to get her hurt. But she hadn’t wanted to be alone. She never would have made it alone. 

The tiny motel was in the worst part of town, but Penny and MJ were more than used to sketchy motels and bad parts of town. As always, Michelle went up to the lady at the front desk and got them a room with cash, both of them grateful that there were still a handful of places that would let you get a room without a credit card...and without checking your ID to make sure you were old enough. Then they took their key and headed outside, faces down so as not to get captured by any cameras, and found their door, hurrying inside when they heard shouting nearby.

There were two double beds, both covered with dingy off-white comforters and flat pillows, but Penny didn’t care. They’d been traveling for so long that all she wanted to do was stretch out and sleep amidst the dust and cockroaches. She put the backpack down between their beds, and Michelle immediately grabbed it, pulling out the wallet. “I’m going to find us some new clothes and get some food. Stay here.” 

Penny sat down hard on one of the beds, nodding and refusing to meet her eyes. Her girlfriend hesitated for a second, then turned, heading out the door and shutting it firmly behind her. As soon as she was gone, Penny felt tears spring to her eyes, and she didn’t know if they were from worry about her relationship with MJ or her aunt and uncle or fear of being in this city again...it all swirled around her mind as she lay back, staring up at the ceiling as the tears overflowed and ran down her cheeks. It wasn’t fair, she thought for the thousandth time. It wasn’t fair. None of this was fair. Norman Osborn had ruined everything. Bringing her hand up to the back of her head, she choked back a sob and then another, trying to stay quiet. The last thing she needed was for someone to knock on her door to investigate...but it hurt. Her whole body hurt and she rolled over, face buried in a pillow that smelled like mildew, trying to muffle the sobs. 

Forcing her fingers to stay lax so as not to rip anything, she rested them on the bed and sobbed, her whole body shaking as she cried. If MJ left her...if Tony Stark betrayed them...if Norman found them...it was too much. All of it piled on her and she tried to push it away again...to hide from it like she’d been hiding and running for months, but it wasn’t going away. Not this time. This time she sobbed until her body was spent, thoughts of her aunt and uncle playing like home movies in her mind. Ben picking her up and spinning her around and May touching her cheek and kissing her hair. Ben cooking her breakfast on her birthday every year. May taking her to the park and swinging with her, the two of them competing to see who could go higher. The Stark Expo when they had taken turns carrying her on their shoulders right after her parents had died and facing down that drone, only to have Tony Stark save her for what she hoped wasn’t going to be the only time in her life, and then the way Ben had held her after, kissing her hair and scolding her for running off. 

How was she supposed to keep living without them?

When she was out of tears and out of memories to torture herself with, she rolled over and wiped her eyes, sure she looked terrible. The clothes she was wearing were the only ones she had, so she stripped and got into the shower, scrubbing as best she could under lukewarm water with complimentary shampoo and conditioner and a tiny square of soap, trying to save some for Michelle. Once she was clean, she put her dirty clothes on again, grimacing at the feel but unable to do anything about it. MJ was bringing new clothes. And food, which was good because Penny’s stomach was growling.

She’d felt numb for so long, often voluntarily as she’d fought to push every other emotion down, knowing that it would hurt. Knowing that it would be unbearable to think about May and Ben while she was rehearsing for a show or learning new tricks on the high wire. While she was standing there under the hot spotlight and smiling while grown men yelled out the things they wanted to do to her, or what they thought of her body. While Skip stared at her from the center of the ring or from the sidelines while she practiced or from his trailer steps in the morning when she walked from her trailer to the tent. But now, with no tricks to learn or people to talk to or money to think about, it had hit her hard. Now she felt something other than numb. Now she felt pain. Fear. Both on full blast like air conditioning in a hot room, sitting in front of one of the window units when she was little, cold air blowing onto her hot face. It was abrupt and painful, but the pain and the fear and the worry almost felt good after so much nothing.

They were out of bread, so when an hour passed, and then two, she grabbed the jar of peanut butter and ate it with her finger, desperate. MJ had taken the wallet with all of their money and outside, the rain poured, starting at a drizzle that she caught sight of through a peephole and growing heavier and heavier until the sound of it on the hotel roof drowned out even the news on the fuzzy little TV that sat on the dresser. 

When three hours had passed, she finally pulled out her cellphone and called Michelle. It rang three times before someone answered. 

“You must be Penny Parker. I’ve been wondering if I’d get to speak to you.”

The numbness was gone. Completely gone. Every drop of it evaporated and left only room for stark terror. “Who is this?” She asked, surprised at the steadiness of her voice as her hands shook.

“You can call me Norman. Now, why don’t you tell me exactly where you are so that we can make a little trade. I have something that I think belongs to you.”

Penny snapped the phone shut, backing away from the bed until her back hit the wall, chest cramping when all she could do was gasp for air. How? How had he found Michelle? How many people were working for him? How had he managed to find one teenage girl in New York City? She tried breathing through her nose as her chest ached, a hand pressed to her heart that raced under her fingertips. No. He couldn’t have Michelle. It was impossible. He couldn’t have her. Not after everything...how careful they’d been. She wanted to call back...to demand to know how the hell he’d managed this. But she couldn’t. Couldn’t risk him tracing the call. 

MJ had the wallet. The wallet had all their money. It had Mr. Stark’s card with his cellphone number. 

Dropping her head back against the wall, she let out a sob that sounded more like a wail, hands balled into fists that she slammed onto the floor. No. It couldn’t end like this. No. She wasn’t going to let him win. He’d killed her aunt and uncle and he’d ruined her life and threatened her girlfriend...but Penny wasn’t just some random teenager. She had been Spider-Girl. The Amazing Spider-Girl. She wasn’t going to just walk into Oscorp and turn herself in because Norman Osborn wouldn’t let MJ go, not when she knew too much.

Penny gripped her phone, then squeezed it, turning it to dust just like her other one. She couldn’t take the chance of him tracking her. Unless he already had. She’d always assumed that these phones were untraceable but Norman Osborn was a billionaire with unlimited resources...and she would need another billionaire on her side if she was going to beat him.

Tony Stark had saved her life once. She just had to pray that he’d be willing to do it again. 

She left the hotel, throwing her backpack over her shoulder, and started walking, keeping her head down as she was instantly soaked. Leaving the key on the bed, she shut the door behind her. She would have been kicked out in the morning anyway, and she needed Mr. Stark’s help now. His famous tower was at least an hour’s bus ride from where she was, but she didn’t have any money. So she walked. Everyone around her raced out of the rain or pulled out umbrellas, and as lightning struck, she shivered in the cold rain, trying to walk close enough to her fellow pedestrians that she could be shielded at at least a little.

It didn’t really work.

As she walked, she forced her thoughts from MJ and to Tony Stark. What would she say to him? She practiced, lips shut tight so that she wouldn’t accidentally mumble under her breath and draw attention to herself. “You saved me...at the Stark Expo. I was only six but you saved my life and I need your help.” She ran through variations of this, adding a please, and then adding more begging...would he want her to beg? She no longer had her webshooters or her webs. She didn’t even have her homemade costume. So she would beg if he would just give her the resources to save Michelle. And then...then she would take down Norman Osborn on her own if she had to. She wasn’t going to live on the streets. She wasn’t going to travel around the country with MJ working shitty job after shitty job to try and survive until Norman forgot about her or she died. That wasn’t who she was and she wasn’t going to be that person ever again. 

She was cold. So, so cold. Her hands shook with it, and she felt lightheaded by the time she reached the area of town where the Avengers Tower stood. She’d passed it before, riding the bus or with May around the city. She’d seen the huge ‘Stark’ on the top of the tower, and then had stared at the letters when it had changed to ‘Avengers.’ She’d dreamed of working there one day, of getting an internship or even a real job there. Of meeting Tony Stark, Iron Man himself, and impressing him with one of her inventions. Of showing him her web shooters and having him tell her that they were great. That she was brilliant. 

Now she was dragging herself to the tower, waterlogged and shivering, to beg for his help. But, she reminded herself as she crossed the street, keeping an eye out for cars or anyone that looked like they might turn her in to Norman Osborn, he’d offered. He’d sought her out and had given her his card.

Water dripped from her hair and she wanted to curl up on the ground in the alley by the tower and close her eyes. Just forget it all for a few minutes and rest. She was so cold and her stomach had stopped growling and now just ached, and she was so tired...every part of her body ached and was demanding rest but she was almost there. MJ was counting on her.

Penny pressed her hands to the side of the tower, making sure no was was around before she started to climb. Find Tony Stark. That was all she allowed herself to think about. She had a plan and she would have to take this one step at a time. Step one: find Tony Stark. So she climbed, hands sticking to the metal and glass despite the rain and the lightning that made jagged lines across the sky. It was dark out despite it being the middle of the day, and the streets were mostly empty. Maybe he would have warm clothes for her...maybe he’d let her lay down, even if it was just on the sofa. Maybe he’d help her. Maybe she could rest, really rest, for the first time in months, without fear. 

She was nearly two thirds of the way up the tower, unsure where Tony Stark would be but hoping he’d know that she was there somehow, when three things happened at once. 

The famous red suit appeared out of nowhere, repulsers whining.

The sound of gunshots filled the air. 

And a window beneath her hands swung inward, sending her tumbling into the Avengers Tower just as her side exploded in pain.


	10. Blood and Water

Tony tapped his fingers on the conference room table as Natasha showed them everything she had on Norman Osborn, a flash of lightning illuminating the dark sky outside the wall of windows. The sound of the rain was muffled thanks to the soundproofing, but Tony found himself distracted by it anyway. Natasha had been busy over the past few days, and even if she hadn’t been ready to do a little spy work, his briefing on what Norman had done to Penelope Parker’s family would have swayed her. She had offered to talk to the girls herself, but Tony had waved her off. He’d given Penny his number. He’d offered his assistance and told her to call him if she needed any help. And she’d run. So he would wait. Wait until she called or came to find him. He wasn’t a hard man to find after all. In the meantime, he’d do all he could to take Osborn down.

They didn’t have quite enough yet...but they would. Once he’d told Natasha everything and set her off on her own reconnaissance mission, he’d told the others, making it clear that this wasn’t an official Avengers mission, but something a bit more...personal. 

Despite his research into the girl, he hadn’t expected her to be...well...like that. Afraid. Tired. Sad. Seemingly frustrated with the people in her life and not expecting much of him. She’d been Spider-Girl for a while...a small time vigilante dedicated to helping others. The girl he’d met had just looked exhausted. And hungry. Part of him wanted to track her down again...offer his help again and insist she take him up on it. But he knew she wouldn’t. She’d just run again. The girl had been on her own with just her girlfriend for a long time. Just kids. They were just kids and it wasn’t fair that this was being done to them. So Tony would help. He’d do everything he could to protect them. Even if only from afar.

He kept an ear out for his phone, though. Made sure that Friday knew to push any calls from unknown numbers. Just in case. If she called for him, he’d be there. But apart from a few stunned telemarketers, he hadn’t gotten any calls from unknown numbers. Natasha shot him a look, eyes lingering on his fingers, and he sighed, stilling them and pressing them flat to the table. She had a lot on Osborn. Shady research and less than ethical business practices, but nothing on radioactive spiders. The plan was to send Nat in undercover to see what she could find, using the video surveillance they had to guide them, while Friday continued to work on recovering the lost footage of Penny actually being bitten by the spider.

“I think the best way to take him down is going to be to get into Oscorp and take a look around. Unless Penelope is willing to talk to us, there isn’t much else we can do.” 

Tony opened his mouth to correct her...to remind her that the girl went by ‘Penny’ but, he reminded himself, it didn’t really matter. The kid hadn’t contacted him in the last few days. Maybe she never would. He didn’t know why the thought bothered him so much, or why he so wanted to help her. She was a child, and he helped people, especially children...but there was something else. Something more. Penny Parker had been bit by a radioactive spider and instead of dying, she’d gotten superpowers. And then she’d decided to use those superpowers to help people. He’d seen the Youtube videos. He’d seen her stop a bus with her bare hands. He’d watched her give directions to tourists in her homemade costume, goggles and all. This kid...she was something special. He just knew it.

“Okay.” Tony nodded, trying to force his thoughts back to the present. “Yeah. That sounds about right.”

“You have no way to get in contact with her?” Steve asked. This meeting was the first involving all of the Avengers...well, the ones who’d been around, which meant Steve, Sam, Rhodey, and Nat. Wanda and Vision had decided to take some kind of extended vacation, while Clint was with his family, having officially retired. At least, that’s what he kept saying. But Tony knew he would jump back into things feet first if the need arose. 

There had still been no word from Bruce or Thor and Tony could only hope that they were okay.

“No.” Tony shook his head, wishing for the thousandth time that he did...that he’d handled it differently. That she hadn’t been so afraid. That he’d somehow managed to get her phone number. But the kid had been terrified of him. He could maybe convince Ned to give up the phone number, but honestly he didn’t think he wanted to do that. He didn’t want to intimidate some kids into giving him their phone number...they’d trust him even less than they already did. So no. He didn’t have a way to contact her.

“Boss?” Friday spoke up, surprising him. She almost never interrupted meetings. He glanced at his phone, wondering if he’d somehow missed a call. The screen was black.

“Yeah?”

“It appears that Penelope Parker is currently climbing up the side of the tower.”

Everyone turned to stare at him, eyes wide and incredulous, and he shook his head. “She...what?”

“It appears that Penelope Parker is…”

“I heard you! Why...is she okay?” He jumped out of his seat, quickly followed by the others. “Where is she?”

“She is currently on the outside of the tower.”

“Which floor, Fri!”

“She is quickly approaching the floor on which you are residing. However, it appears as though she has been followed. There is a sniper on the sixty-eighth floor of the adjacent building who is taking aim…”

Tony shoved his chair back, quickly followed by Rhodey, the two of them calling their suits. “Friday, open whatever window she needs to get inside!” he called, leaping through a window that opened for first him and then Rhodey, the two of them immediately assaulted by the downpour. “Steve, figure out which floor she’s on! See if she’s hurt!” 

“You got it,” Steve called into his comm which he must have shoved into his ear. Thank goodness the boy scout was always prepared. Tony shot upwards, looking for the girl as he circled the tower, Rhodey shooting off to find the sniper. 

“Friday?”

“She is approaching the seventy-second floor on the south side.” 

He shot downwards, flying around the side of the building and coming up short when he saw her. The girl was drenched, skin too pale as she seemed to struggle to grip the side of the building, hesitating for a moment as her head rested against the glass. There weren’t many employees in at the moment, but he knew at least some of them were bound to see her if she wasn’t careful. But the girl didn’t seem to care. She just began climbing again. 

Her head shot toward him as soon as he started to approach, but before he could assure her that he wasn’t going to hurt her...that he just wanted to make sure she was okay and get her in out of the rain, the sound of a gunshot split the air, and the girl stiffened, face screwing up in pain. 

“Friday! Window!” he cried, approaching as quickly as he could in case she fell, but instead, she tumbled in through the open window, hitting the floor of one of the offices, him only seconds behind. She was laying on the floor in a heap when he landed, curled up on her side, jaw tight as she pressed a hand to her side. For a second she was silent, rocking just a little, and then a pained cry escaped through her gritted teeth, eyes slamming shut. “Get Steve and Sam down here! Now! Tell the medbay staff to get a gurney!” he barked, dropping to his knees at the girls side as his suit retracted. She was shaking, and the tears dripping from her eyes mixed in with the rain water. “Hey...hey, kid...Penny? It’s alright. You’re okay,” he murmured, gripping her shoulder. 

Her eyes flew open as soon as he touched her, but instead of shrinking back, she reached up with a bloody hand to grasp his arm. “Mr...Stark?” she gasped. Tony nodded.

“Yeah, hi. You can call me Tony, kid.”

“Mr. Stark,” she went on, seemingly not hearing this...or maybe just ignoring it. “Please...would you help me?” 

“Of course. Of course I’ll help you. I’ve got medical on the way. You’re going to be fine.” He ripped his overshirt off and pressed it to her side where a dark, almost black, stain was spreading over her flimsy jacket. “We’ll get you warmed up, too. Did you walk here? Why didn’t you call me? I would have picked you up.”

She looked up at him with huge, frightened brown eyes, and it hit him all over how young she was. Just a child. A scared, cold child that someone had just shot. Her lip trembled, and a sob burst from her mouth. 

“I know...I know it hurts. We can help, though. We’re going to help you.”

“He...he took her...please…” The girl’s voice was a pained rasp and he flinched to hear it.

“What?”

“Osborn...he took...MJ...she went...went to get...get…” The girl’s eyes fluttered and Tony shook his head, pressing a hand to her icy cheek.

“No...no, no, Penny! Hey! What do you mean? Stay awake, kid!” He slapped her cheek, desperate, but she went limp on his floor, lying in a growing puddle of rainwater and blood. “Friday!”

“Steve and Sam are eight seconds away. A medical team is one minute from your location.”

Before she’d even stopped talking, Sam and Steve burst out of the elevator, Sam dropping to his knees and sliding over to the girl, while Steve pulled off his own shirt and put it under her head. “This is her?” Sam asked, replacing Tony’s hand on her side and holding steady pressure. 

“Yeah...the sniper...they got her. Rhodey is going after them.” Tony’s voice was hoarse, and when he looked down at his arms, one had a bloody handprint encircling the wrist. “Medical is on their way.”

“She’s too cold…” Sam muttered under his breath, pressing the fingers of his free hand to her neck. Whatever he felt must not have been good. “Was she conscious?”

“She said that Norman took MJ. Michelle Jones. Her girlfriend...the girl traveling with her.” Tony clarified when Steve didn’t seem to understand. “Friday? Tell Natasha. Get everyone...shit…” He ran a rough hand over his face as the medical team hurried out of the elevator. Down the hall he could hear his employees talking and moving around, but all of them seemed to know better than to open their office doors to see what was going on at the moment. “Brief everyone, double down on getting that footage, and double down on security while we’re at it. Call Happy.” 

And then they were wheeling the girl away, and all Tony could do was stare down at the pool of blood and water mingling on the tile floor. Sam was beside him, a hand pressed to the floor, the other running through his hair. 

“Will she be okay?” Tony turned to Sam, trusting his instincts. 

“She’s enhanced but I don’t know. Not really. We don’t exactly have any data to work off of.” 

“But if it were Cap?” Tony insisted, something desperate in his voice. He’d promised this girl. He’d promised to protect her. And she was so young.

Sam softened, pulling himself to his feet and offering Tony a hand that he took. “Yeah. I think...if she’s like Steve, I think she’ll be alright.” Tony wasn’t sure if he was telling the truth, but he appreciated the sentiment. “Come on. Let’s get cleaned up.”

By the time Tony had changed, Rhodey was waiting outside his bedroom door. “One shooter. I got him. He’s in holding and Steve and Nat are talking to him.” 

Tony nodded, pushing his damp hair back, not having bothered to style it again. “Thanks, Platypus. What do you think?”

“I think he’s one of Osborn’s. Has to be. He clammed up, though. Wouldn’t say a word to me while I was bringing him in. Pretty sure someone got it recorded on their cellphone, though, so you might want to call Pepper...have her set up a press conference.”

“And what? Call Norman out when I don’t have proof.” 

“You’ve got Penny.”

“Norman has Michelle.” He didn’t need to clarify any further. In the last two days, Rhodey had been catching up on their case, having not paid that much attention when it had been happening. 

“You’re sure?”

“No. Penny told me while she was conscious.” 

“So what if it’s a trick?”

Tony raised an eyebrow. “On whom, exactly?” 

“What if Norman was playing a trick on her? Making her think he had Michelle to get her to turn herself in?”

Tony had to admit, that was a possibility. He had no idea how Penny knew that Osborn had Michelle. Could Penny have been wrong? It certainly would make things easier if she was. The last thing they needed was a hostage situation. “We’ll have to wait until she wakes up.” He refused to even speak as if that weren’t a possibility. The girl was going to wake up and they were going to protect her. He’d find a good family to take her in. 

_ She’s a superhero _ , something in his brain whispered.  _ And aren’t the Avengers a family? _

Tony shook his head at himself. No, the Avengers weren’t a family. Sure, he’d managed to patch things up with Steve after a brief argument over Ross’s Accords idea, and they were working on getting Ross out of power. The Mutant Registration crap had united them all even further, a cause he knew they both believed strongly in. But no, he wouldn’t call them a family. Rhodey was his family, and so was Pepper. But not the Avengers. The girl needed a real family. One that knew she was enhanced and was prepared to be there for her. That wasn’t him. He wasn’t exactly father material.

Once he’d briefed Pepper, the two of them strategizing for a while, he and Rhodey headed for the waiting room where they were soon met by Helen. “How is she?” he asked before she could speak.

“Still in surgery. The bullet hit her lung and we’re trying to repair the damage...we’re using Steve’s medication. She was waking up so we had to increase the dosage twice.”

“Waking up?” Rhodey cut in, incredulous, and Helen nodded. 

“She was already healing around the bullet. Her enhancements are different than Steve’s...she heals faster from what I can tell. She was malnourished, though, and dehydrated, so I think that could be slowing her healing down.”

“But she’ll be okay.” It wasn’t a question. She had to be okay. Rhodey placed a hand on Tony’s shoulder, squeezing a little as if bracing him, but Helen nodded.

“I think so. As soon as we have her out of surgery, we’ll get her settled and focus on getting nutrients in her.” 

And then he would talk to her. Figure out what Norman had done. Tony nodded, sitting back down at Rhodey’s side where they were joined by Pepper not too much later. She took a seat at his side, reaching out and clasping his hand. 

“How is she?”

“Still in surgery...Helen hasn’t updated us in a while.” Tony didn’t want to think about what that meant. He didn’t think about why Helen wouldn’t have come out to tell him what was going on. 

“How long has it been?”

He checked his watch, shaking his head. “Almost an hour.”

Pepper leaned her head against his shoulder, and he put an arm around her, pulling her closer. Maybe the girl would listen to Pepper...maybe a talk with his girlfriend would go better than her talk with him had. Tony tried not to think about her asking him to help her...begging him from the floor of his tower, soaked to the bone and bleeding. 

“Tony?” Helen’s voice broke in, making him jump, and he was on his feet in seconds.

“Yeah? Is she…”

Helen frowned, obviously upset. “She’s awake...and she wants to talk to you.” 

**Thank you so much for reading!**   
  



	11. Recovery

_**Thank you so much to everyone who has been reading and reviewing! I hope you enjoy the new chapter!** _

Penny woke with a jolt, sitting upright...or trying to. Something in her arm pulled sharply, and she gasped, turning to look at the blood trickling from her arm and the needle that she'd half pulled out. Grabbing the catheter, she yanked and pulled it the rest of the way out of her arm. Where was she? Had Norman gotten her? Her side gave a furious stab of pain that brought tears to her eyes as she swung her legs over the side of the bed. But as soon as she put weight on them her knees crumbled under her as she scrambled to pull herself back onto the bed. She couldn't defend herself from the floor...but her arms were weak and her head swam...what had Norman done to her?

Where was MJ?

"Penny?" The door opened and a woman in a lab coat rushed in, reaching out for her. Penny jerked away, hands in fists.

"Get away!"

"Penny, listen to me. My name…"

"Where is she?"

The woman hesitated, then held up a hand. "You're in Avengers Tower. You came here looking for Tony. Do you remember that?"

Penny...sort of remembered that. But how did she know that this woman was telling the truth? "Prove it," she snapped, pulling away when the woman went to help her again. "Bring him here!"

The woman sighed, pressing her lips together, then nodded. As soon as she was gone, Penny grabbed the bed and pulled herself back into it. Her arm was bleeding and her side ached...dropping back onto the pillows, she pressed a hand to her side and closed her eyes. It hurt. Everything hurt...but she needed to help MJ. More than anything...she had to save MJ. She glanced down at her side and flinched when she saw blood seeping through the gown someone had put her in.

Was she really at Stark Tower? She couldn't remember.

Footsteps approached and Penny shrank back in her bed, looking around for anything she could use as a weapon. Nothing. Just the discarded needle.

"Geez, kid...did you rip that out?" Her head shot up, and her eyes widened when she found Tony Stark standing in the doorway, the woman right behind him. He was staring at her, mouth slightly open in surprise, and when he took a step forward, she flinched away, stopping him in his tracks, hands lifting in surrender. "Woah...hey...it's okay, kiddo. You know who I am, right?"

Penny nodded. "Tony Stark."

"And you remember coming to my tower?"

She hesitated, then nodded. "Yeah...I...I think so. I was...I was climbing the tower?" The rest was a black hole...just darkness.

"You were. There was a shooter."

Penny glanced down at her side, staring at the bloody spot where she must have torn something when she'd fallen. "Right."

"We got him...you're safe here." The man told her, hands still lifted. "How are you feeling?"

She hesitated, looking back down at her side, then at him. "I'm fine. I just...I need your help. To find MJ."

"I know. You told me…" He dropped his hands, moving a little closer. "You told me that Norman had her."

Penny nodded. "He called me from her phone. She went out to get food and...and clothes. She said we had to ask for help...that we had to ask you. She said she couldn't do this anymore…" Penny sniffed, dropping her eyes, cheeks flushing. "And she was gone for so long and…" Tears filled her eyes and she covered her face, wishing he'd leave for a moment. Wishing he'd just give her a minute. Instead, the man approached slowly, sitting on the bed beside her. Penny pulled away, knees up to her chest, but he just sat there.

"Hey, why don't we let Helen put that IV back in? And then we can take a look at your side. I've got Natasha and the others looking into Norman. But you need rest."

"He has MJ…"

"I know. But we're going to help her. Okay? You came to me for help, and I'm going to help you." He was so close to her...a hand reaching out and landing on her shoulder, and when she looked up, he was smiling gently at her. "I promise, Penny. We're going to help you."

"I have to save Michelle."

Tony nodded, squeezing her shoulder.

"It's my fault...all of this...it's my fault he took her."

"None of this was your fault," Mr. Stark whispered, shaking his head. "None of it. This is on Norman. He's always been an unethical asshole. But he's gone too far and we're going to take him down."

"The Avengers?" Penny asked with a lifted eyebrow.

Tony smiled. "Yeah. The Avengers."

"I was…" Penny swallowed. "I wanted to be a superhero." She said it with a smile that felt broken, a tear finally falling. "I...I got these powers and...and I just wanted to help people. I wanted...I wanted to be like you."

The man sighed, patting her shoulder. "Kiddo...hey…" She lifted her head, wiping absently at her eyes. "I saw the videos on Youtube...the stuff you were doing, it was pretty amazing. I mean, that suit was...uh...a bit rough." Tony waved a hand and Penny had to laugh, wiping her eyes again and looking away as she tried to hide the tears. "But I think, with some adjustments to the suit...or maybe a complete redesign, you could be…hell, kid, you aren't going to be like me. You're going to be better than me."

She risked looking up at him then, and he patted her shoulder. "Why don't you let Helen take a look at you? She works with me...I promise, she isn't going to hurt you. And once you're feeling better, I have something to show you."

She narrowed her eyes at that. "Show me?"

"Let Helen look you over. Then we'll talk." He waited for her to nod, and once she did, he left her alone with the woman who must be Helen. The woman held out a hand that Penny hesitated only a moment before taking.

"Doctor Helen Cho."

"Penny." she murmured. "Penny Parker."

"It's nice to meet you, Penny. I just want to take a look at your side and rebandage it if we need to. Then I want to reinsert your IV."

Penny let her. She sat back and let the woman put a bandage on her side, wrapping them more securely this time, then watched as she reinserted the IV. Penny had always hated needles, but her dislike of the quick pinch was drowned out by her worry for MJ...it was a growing, physical pain in her chest. Michelle was only in this position because of her. She should have run alone. She should have left everyone behind. Should have done it all alone and faced the consequences.

Instead, she'd dragged her girlfriend into this and now she was gone.

Tony Stark came back not long after she was given a tray with a sandwich and a cup of jello that she ate purely out of necessity, knowing that the faster she healed, the faster she could get out of bed. He was dressed in a Led Zeppelin t-shirt and jeans that had a stain on the right knee, and he looked like he'd had a shower recently. The man sat down in a chair by her side, hands clasped, and nodded to her tray. "Is your food okay?"

"Yeah...um...thank you."

"No problem." He hit a button on the side of a remote that sat by her bed, and not seconds later a man came into the room. "Can we get two more sandwiches, a baked potato...um...another jello cup, and some cashews? Thanks."

The man nodded, hurrying out of the room.

"Wow...did you not have dinner?" Penny tried to joke. It came out weak. Flat.

But Tony Stark turned back to Penny with a chuckle. "If your metabolism is anything like Cap's, and Helen thinks it is, then you're going to need more than that sandwich."

Mr. Stark waited until the man had brought another tray, this one laden with food, and then gestured for her to eat before speaking. "I've been trying to take Norman down for years. He's good at what he does, I'll give him that. Covers his tracks better than almost anyone I know. It's hard to make anything stick to him. We knew he was involved in some...dubious medical experiments, and the plan was to try and infiltrate his company. See if we could get any hard evidence. But now...you're saying he has Michelle Jones?" Penny nodded. "Can you tell me exactly what happened?"

"Um...yeah." She took another bite of her sandwich, chewing and swallowing before putting it down. "We were on our way west when she talked to Ned...he told us about you coming to see him. And she said...she said that we had to ask for help. That she couldn't do this anymore." Penny stared down at her tray of food, feeling her appetite vanish at the thought. "I didn't want to be alone."

He reached out then, hesitating for just a moment before dropping a hand on her shoulder. "Hey, that's nothing to be ashamed of, kid. No one wants to be alone, especially not in a situation like this. It's not your fault that Norman Osborn is after you."

"I shouldn't have dragged her into this," Penny whispered, daring to meet his eyes with her wet ones. "It's my fault that he even knows about her. But she...she knew what to do. She knew how to get the fake IDs and she had money...she'd made a plan to run away...before. Because of her parents." Tony nodded, hands clasped on his lap, eyes serious and focused only on her and despite the fact that he wasn't exactly a tall man, he seemed to take up all the space in the room, somehow. It was strange, being the focus of Iron Man's attention. "So she told me we had to come back and ask for your help. I was afraid that if I didn't, she would leave me. So we came back and checked into a motel. MJ left to get food and clothes for us...we left all of our stuff at the circus."

"And Norman called you?"

Penny shook her head. "I called MJ. She'd been gone for long and I was worried. He answered…" Penny swallowed hard, remembering his voice. The shock of it. "He said he wanted to make a trade. That he had something that belonged to me." The words left a bad taste in her mouth and the man seemed to understand, giving a short nod.

"We're going to get her back."

"You can't promise that." The words came out short and sharp and so sad, and once more, he gave a solemn nod.

"You're right. I can't. But I can promise that we're going to do our best to get her back, and we're going to do our best to keep you safe."

"I don't care about that. I just...I just have to get her back." Penny's voice broke, and she clenched her jaw, shaking her head. "I have to."

Tony Stark reached out again, taking one of her hands in his. "Hey," he murmured, leaning in close. "Kid…"

"I don't have anyone else."

"You've got us now, Penny."

She lifted her head at that, meeting his eyes with her own red-rimmed ones, no longer able to hold back the tears that wanted to fall. The eye contact lasted for what felt like a long time, until finally a tear escaped, then another, her composure crumbling as she started to sob. The man beside her stood, then, after hesitating a moment, he sat down on the bed beside her, opening his arms.

And despite the fact that she barely knew him, and despite the fact that there was always a chance he would betray her, she fell into them and let him hold her as she cried.

Penny felt like she cried for a long time. Too long. But Tony Stark didn't pull away or ask her to stop. Instead, he rubbed her back and held her close, promising that she was okay. That everything would be okay. These weren't things he had the power to promise but they were comforting anyway. It had been so long since she'd been held. So long since an adult had wrapped their arms around her and told her that she'd be okay. And she so wanted to believe it. So she closed her eyes, let the tears fall, and let herself be comforted.

She must have cried herself to sleep, because the next thing she knew, she was laying on the hospital bed, alone once more, with a thick blanket pulled up to her shoulders. There was no longer an IV in her arm, and when she went to sit up, her side only gave a tiny pull...just a little ache. She could live with that. Swinging her feet over the side of the bed, she grimaced at the gown and the way it scrunched up around her hips.

Remembering the remote, she turned and found it on the bedside table and pushed the button on the side, pulling her legs back under the blankets a little self consciously. The man that stepped into her room was the same that had brought the tray earlier, and he gave her a friendly, expectant smile. "Hello, Miss Parker. Can I get you something?"

"Um...can I get some real clothes?"

"Of course. I'll let Mr. Stark know that you're awake."

Once she'd changed into the clothes he'd brought her in the attached bathroom, a pair of sweatpants and a t-shirt that was too big for her, she washed her face and stared at herself in the mirror. Her hair was nearly past her shoulders now, dark brown showing at the roots that faded abruptly into blonde. She didn't like it. Thought it looked dumb. But what could she do? Ask Tony Stark for a box of hair dye? Pulling it back into a ponytail, she stared at herself for another moment, then let it go.

Where was MJ? What had he done with her? It was a thought that kept pounding in her brain like her heartbeat. MJ. MJ. MJ.

What if he had…

Penny shook her head, leaving the bathroom and perching on the bed. Waiting. Hands clenched in her lap, she perched there until Mr. Stark returned to her room. For a moment she was afraid that he was going to say something about the crying...he didn't, though. Didn't mention it. Instead, he asked how she was doing, gesturing to her side.

"How long did I sleep?" she asked instead of answering.

"You slept through the night...it's almost nine in the morning. Do you want something else to eat?"

"How are you going to save MJ?"

Tony Stark considered her, tilting his head and staring for a moment. "I want to show you something. Think you're up for a walk?"

Penny hesitated. "A walk?"

His expression softened and he held out a hand that she took, hopping up from the bed as he kept a close eye on her. "I want to take you down to the lab and show you something. Then, Natasha wanted to go over the plan with you."

"The plan?"

"Yep. While you've been napping, we've been planning. Come on, Spiderling. I think you're going to like this."

**Thank you for reading!**


	12. The Timer

**Thank you so much to everyone who has been reading and reviewing! I hope you enjoy the new chapter!**

Penny leaned against a building, head resting against the brick as she stared up at the gray sky. This was her best option, she reminded herself, a phone taken from Tony Stark's kitchen table in her hand. She wasn't 100% sure whose it had been...who had left it there for her to find. But luckily, she knew the number she needed to call. She knew exactly where MJ was and how to get her back. Maybe she wouldn't need Tony Stark or the others. Maybe Osborn would trade. Surely he didn't need MJ. He just needed her. And once MJ was out, she would...well, it didn't matter. MJ being safe was all that mattered.

The rain had cleared up, and her side only pulled a little when she moved. That morning, she'd climbed out of bed, not caring about the pulling in her side or the pain when she moved a certain way. Instead, she'd focused on getting dressed in the clothes that Tony Stark had gotten for her, grabbing the phone from the kitchen table, and then slipping out the window in the guest room where she'd slept.

She'd climbed down the side of the building, not stopping until she reached the alley. She hadn't thought much about the plan...hadn't made a lot of actual choices. All she wanted was to get MJ and...and...put all of this right. No matter what anyone said, this was her fault. She was the one who'd let her girlfriend come along. She'd been the one to show up at MJ's house crying and asking for help. Penny had put her in danger.

So she would be the one to get her out.

Penny held the phone up to her face, took a few deep breaths, then dialed. It was picked up on the second ring.

"Hello?" Norman's voice answered. Penny took a breath, then another, then nodded to herself.

"Hi."

"Miss Parker. So good to hear from you," Norman practically purred. "I was wondering if you'd call...I heard that the Avengers weren't exactly much help."

"No."

"So. How about we make a deal?"

"Is she okay?"

"Miss Jones? Of course she's okay, Miss Parker. She's my guest."

"You have to let her go. If you let her go…"

"Are you really in a position to barter, Miss Parker?"

Every time he said her name, it made her shudder, but she bit back a sharp retort. She certainly didn't want him to call her by her first name. She didn't want to be talking to him at all. Ever. She wanted...she wanted to go back in time to that field trip and stay home. She wanted her aunt and uncle and she wanted to hold hands with MJ at school and play video games with Ned...she just wanted her life back. Her normal, everyday teenager life back before she'd lost everything. "What do you want?"

"You know what I want."

"How do I know you'll let her go."

"I suppose you'll just have to trust me."

"I don't."

He laughed then, a deep chuckle that almost reminded her of Mr. Stark. But Mr. Stark didn't want to hurt her. Norman...Norman was going to hurt her. Probably kill her. The thought made her stomach flip, but she had to push that away because MJ was all that mattered.

"Why don't you come by. You know where my building is, I assume...you should remember it from your field trip."

"Yeah. I do."

"Good. Do you need a ride?"

"No."

The last thing she wanted was to get into a car driven by someone Norman had hired. Instead, she stared down at the phone, hitting the end call button and watching the screen go back to the home screen. She was close...she knew that she was close. All she had to do was walk into Oscorp one more time and this could be over.

The day before, Penny had stared at the suitcase on the table in Tony's lab for a long time before he'd gestured for her to open it. Her whole body had itched with the need to save MJ from the situation she'd put her in, and then...to run? She had a feeling that Michelle was done running. So what was she supposed to do? Run alone? Trust Tony Stark to look after her? To put her in a decent foster home? Even if they did manage to take care of Norman Osborn, who would want a mutant kid?

Or maybe she could be an Avenger. Would that mean she could live at the tower?

Mr. Stark had watched from a few feet away the day before in his lan, arms crossed over his chest, and she had turned to look at him. "Go ahead, kiddo. Take a look," he'd urged.

"What is it?" she had asked, unable to keep the skepticism out of her voice.

He'd chuckled a little. "You'll have to open it to find out."

Penny had hesitated, then nodded, sure he wouldn't put anything inside that suitcase that would hurt her. So she had reached out, unlocking the two latches, then jumping back when it popped open on its own, a shelf popping out. Mr. Stark had rested a hand on her back, steadying her. Then he'd shot her a grin.

"What do you think?"

"It...what is it?"

"Take a look, kiddo. It won't bite."

Penny had picked the thing up, staring into the lenses of the mask without comprehension for a moment before it had hit her. A suit. It was a suit. She'd held it out, looking it up and down and feeling her jaw drop. It was red and blue, and covered in spiderwebs. Spiderwebs. For her.

Because she was Spider-Girl. That's what they'd called her on Youtube and that's what they'd called her at the circus. The Amazing Spider-Girl. "Mr. Stark…" Penny's voice had broken off and she turned to face him, eyes huge.

"What do you think?"

"Is this...did you make this…"

"For you? Yeah. I figured if you were going to work with the Avengers, you needed to look the part."

"I'm going to work with the Avengers?"

"Of course, kid. How else do you think we're going to take Osborn down? I mean...you won't need the suit for this, but later..."

"How are we going to do that?" she had interrupted.

He'd put his hands in his pockets, giving her a smile as he'd jerked his chin toward the door. "Let me introduce you to Natasha and we'll tell you."

It wasn't that long of a walk to Oscorp. Penny stared down at her feet as she walked, refusing to make eye contact with anyone out of habit. The walk gave her a chance to clear her head. To think about something other than what she was doing. If she just kept staring down at the ground and her feet as she moved forward, following the familiar streets. She'd grown up in New York. Had lived almost her entire life here.

Would this be the last time she saw it?

When it had been time to meet the infamous Black Widow, Mr. Stark had led her to a chair in a conference room, gesturing for her to take a seat, while the red-headed woman already sitting across from her had smiled, holding out a hand. "Hi, I'm Natasha."

"Yeah. Black Widow...I've...seen you on TV," Penny had mumbled, unable to believe the fact that she was actually in a room with Natasha Romanoff. The Natasha Romanoff. "I'm Penny."

"For the record, she was less impressed to meet me," Mr. Stark had chimed in. Penny had shot the man a look, about to remind him that she'd assumed he was there to turn her in to Norman when they'd first met, but he only gave a quick smile, patting her on the shoulder and taking a seat beside her.

"It's nice to meet you, Penny. How are you feeling?" Natasha had asked, ignoring Mr. Stark.

"I'm..."

"She's going to tell you that she's fine but the bullet wound in her side says otherwise." Then it had been Natasha's turn to shoot Mr. Stark an exasperated look, and he'd run a hand over his face, giving a rueful smile. "Sorry." Then he'd gestured for Penny to go on.

"I'm fine," Penny had finished, and Natasha's lips had tugged upward into a smile.

"Alright." Natasha had clasped her hands together. "We've got a plan to get Michelle back...but you're going to have to trust us."

Penny did. She trusted them...or, she wanted to. She would, she told herself as she approached the huge building with 'Oscorp' in large blue letters over the entrance. Not allowing herself to hesitate, she walked beside the shrubs in the front, dropping the phone in a spot that she hoped was out of view right after pushing the button on the side, then strode up the front steps.

The countdown had officially started.

Penny climbed the front steps, knowing no one would stop her as she pushed the front door open. It was a beautiful building, she thought, letting herself take in the glass and the abundance of plants and decor. A really beautiful lobby with a beautiful receptionist that gave her one look before pushing a button on the side of her headset and speaking quietly into it. Penny wondered if she should take a seat, but decided that standing would be better.

MJ was in this building. Michelle was here. She was here and it was Penny's fault.

Tony had asked how she was the night before after they'd all eaten dinner. She hadn't wanted to eat...had felt her stomach twist unpleasantly at the thought of it, but she had known that if she didn't eat, she wouldn't heal. The question had taken her by surprise, and she hadn't had any idea how to answer, so she'd gone with 'fine.'

"See, I don't believe you. Want to know why?"

She hadn't. Hadn't even been 100% sure if she trusted Tony Stark, much less if she wanted to talk to him about her feelings, which she hadn't thought much about herself. Every part of her wanted to go to bed. To never think about any of this again, take a twelve hour nap, and then find some kind of normal again. But thoughts of after would have to wait.

So Penny hadn't answered. Hadn't wanted to get into that just then. Not when there was a very thin wall holding back all the things she wanted to say. To scream. It wasn't fair. None of it. It wasn't fair and it wasn't okay. She was too young. Too afraid. It was her fault. It wasn't her fault. It was Norman Osborn's fault. It was MJ's fault for making them come back and her fault for going along with it or dragging her into this or Tony Stark's for finding them.

"I know what you're doing. I know that you think you're coping…" Mr. Stark had gone on without invitation.

"You don't know anything about me." Penny had forced her voice to go cold….or had tried to. But she thought the man must have seen right through it, because he hadn't seemed hurt or upset.

"I know you're a kid. Fifteen years old. I know that Norman Osborn ruined your life, and I know that you've been on the run for months. I know that you're scared, and that you have every right to be, and that you're not dealing with any of this. You probably haven't been since you left."

"None of that matters." She had kept her voice calm Even. It was all she had. "All that matters is getting MJ."

"That's not all that matters, kid. You need to be in a good headspace or none of this is going to work."

As Penny studied a plant on a nearby table, she wondered how the hell she was supposed to be in a good headspace. How she was supposed to come out of all of this and go back to being a normal kid, the only thing she wanted just as much as she wanted to save Michelle. It wasn't fair. But she knew as well as anyone that life wasn't fair.

And that was without letting herself think of her aunt and uncle.

Trying to push away thoughts of after, Penny turned from the plant when she heard footsteps approach, steeling herself at the sight of the tall, broad-shouldered man in a suit walking straight toward her. She'd only seen him in person once, briefly during her tour, but he looked exactly the same. Did _she?_ , Penny wondered. Did she look the same?

"Miss Parker?" He held out a hand and gave a warm smile. She took the hand, ignoring the smile.

"Is she here?"

"Of course. Come on in. My assistant will take you to her. I just have a few things to finish up and I'll be right with you."

As he spoke, a woman with blonde hair in a severe bun approached, giving her a professional smile and gesturing for Penny to follow.

This was it. The timer had started. All she could do now was trust Tony Stark.

**Thank you for reading!**


	13. Trust

**Notes for the Chapter:**

> The amazing art in this chapter is by the fantastic @mochi_muncher! Thank you so much dear!!

**Thank you so much to everyone who has been reading and reviewing!! I hope you enjoy the chapter!**

Osborn’s assistant gestured for Penny to follow her, giving a professional, empty smile. Penny did as she was told, tennis shoes squeaking a little on the shiny, polished floors. His assistant’s heels made a distinct click, click, click that echoed in the empty corridor, her pencil skirt brushing her knees with every step she took, and Penny couldn’t help feeling a little underdressed for her own kidnapping. Ransom exchange? Either way. Maybe she should have worn a dress. Or a suit. The thought made her smile just a little, an expression she did her best to wipe off her face, head turned down to avoid any cameras. She had a suit now. Her own superhero suit. All she had to do was survive this and she could get back to it. 

The woman led her to an elevator, motioning for Penny to step inside first, and Penny did her best not to meet the woman’s eyes. To look at her at all. There were security cameras everywhere and she couldn’t let herself give anything away. So she stood in the corner of the elevator a foot and a half away from the woman and watched the numbers go down instead of up. They had gone to the top floors on her field trip...the labs where lots of people worked. But now, she would see Osborn’s private lab. She wondered how it would compare to Mr. Stark’s. 

When they reached Sub basement 6, the elevator gave a quiet beep, and the doors slid open, releasing them onto a floor that smelled like disinfectant and burned Penny’s nose. The white tile floors were spotless, and a glass wall separated them from a huge lab that must have taken up half of the floor. It was filled with machines that Penny was hard-pressed to name, and despite her interest in science and her typical curiosity, she found that she didn’t want to go into the billionaire-villain’s evil lab. 

Tony Stark’s lab was a lot nicer. 

Instead of going toward the glass door with the keypad entry, the assistant led her to the left, the two of them following the wall for at least a thousand feet before stopping at a door. The large, glassed in lab was full of people, all of them moving around and talking to one another, all of them dressed in white lab coats.

None of them even glanced at her. Did they know? Did they know what their boss did to people? That he was a murderer?

The woman turned, keying in a number rather than using the thumbprint scanner, and together they heard the lock click and saw the door swing open. The room it revealed was a small conference room, a table in the middle with ten chairs gathered around it. It looked just like any conference room, Penny thought, taking it all in. Almost like the one where she’d met Natasha.

“Take a seat. He should be with you shortly.”

Penny nodded, eyes downcast as she took a seat at the table. She couldn’t mess this up. With every moment that passed, another pound seemed to to be added to the weight on her shoulders. When would it be too much? When would she break?

No. No, she couldn’t break because she was going to get MJ out of here and her friend could go back to her family and she could...she could…

“How the hell am I supposed to be in a good headspace?” It was what she’d asked Tony Stark and it was what she asked herself once more. The night before, the man had softened, leaning in a little and placing a hesitant hand on her back. It had taken every ounce of willpower not to pull away from the contact. 

“I know that all of this feels impossible,” he’d started, lowering his voice. “But listen...it’s not. You have the Avengers behind you now. You’re not alone. It’s going to be okay. We’ll do everything we have to get MJ back, and after that…” he had paused and she’d risked a look at him. He had been watching her, a tiny, sad smile turning the corners of his mouth. “After that, I’ll make sure you have a place to stay. A safe place. Okay?”

Had he meant it? Would she be safe with him? How would they get Norman to leave her alone? And what about the practicalities? The legalities? She kept insisting that none of it mattered but...but it did! She wanted her life back, even if it was different now. She wanted safety and she wanted a family...but what would that look like with Tony Stark? Despite always wanting to work with him and reading everything she could on him, she didn’t actually know him. Sure, he’d come looking for her with his friend. He’d helped her...just like he’d promised. But what would a life living as Tony Stark’s ward look like?

Or as his daughter?

The door clicked once more, pulling her out of her thoughts, and the frame of Norman Osborn filled the doorway. He gave her a calm, almost paternal smile, and she felt the hairs on her arms stand on end. Danger, her senses warned. This man was dangerous. As if she didn’t already know that. As if this man hadn’t murdered her whole family. Thoughts of that night tried to rise up once more in her mind, but she refused. Refused to let herself think about how their hearts had stopped. How they had tried to protect her to the very end. How she’d never see them again.

“Miss Parker, can I offer you anything? A drink? I believe we have some donuts in the staff room.”

“A glass of water would be great.” 

The smile widened. “Of course. I’ll have my assistant bring that right away.”

Penny heard the tale-tell clicking of his assistant’s shoes, then refocused. “Where is she?”

“Don’t worry. Miss Jones hasn’t been harmed. My assistant is bringing her as well,” he promised. “And once you agree to my terms, I’ll release her. You have my word. But I thought we’d have a chat first.”

Penny made no sign that she cared to chat with him, but the man took a seat across from her at the table anyway. She could take him, she thought as he sat in the leather chair. She could leap across this table and end his life. But even if she could bring herself to do something so terrible...how would she get out? What would become of a teenage mutant who had murdered one of the richest men in America? And surely he had safeguards. Probably a gun. Poison? Armed men watching the cameras, waiting to take her down? Waiting to kill Michelle? She’d never risk it.

“So, why did you do it? Why sneak into one of my private rooms and play with things you had no business playing with, Miss Parker?”

“The door was open.” 

He chuckled a little, eyebrows lifting. “Oh, I know. I have the security footage. And believe me, the person who left the door open was properly scolded.” The way he said that made her stomach clench. Had she gotten someone _else_ killed? Regardless, she did her best to keep her face neutral. “You know, I got word that Tony Stark was attempting to break into my secure files and get that footage.”

That did surprise her, and she couldn’t quite hide it. “But he said he couldn’t help me…”

“This was months ago. Apparently he’s been following your case from the start.” He waved a hand. ”I should have known he wouldn’t actually help. Textbook narcissist, take it from a man who would know. Let me guess, he offered you a room in the tower and told you to forget about me? That due process legal whatever, etc, etc?”

“Yeah, pretty much,” she admitted, lowering her eyes and praying that it looked like disappointment. 

“Not surprising. You know, Tony Stark used to be so much fun before all that ‘noble hero’ shit he got himself into.” Penny heard the familiar click of heels and the softer sound of sneakers and her head snapped up, eyes wide. “Ah, that’s what I thought. Enhanced hearing too. Think you’d be willing to give me the rundown? It’ll make your...impending situation a little easier.” 

Penny tuned him out, staring at the door, heart skipping when it opened, stomach flipping as soon as his assistant stepped into the room, a briefcase in hand, followed by Michelle. 

“Well, I guess we’ll have to continue that particular conversation later.”

She wasn’t listening...didn’t care about Norman or the glass of water that the assistant placed on the table before her. Michelle had what remained of a black eye, but otherwise she was fine. Dressed in new clothes and looking completely whole, the sight of her filled Penny with a rush of relief so strong that she would have fallen had she not been sitting. But the girl’s expression was all thunder and fury. With a hint of fear.

“What are you doing?” she hissed at Penny as though there were any chance of Norman not hearing. As though Penny would have done anything other than save her. 

“He’s going to let you go.” Penny wondered if just saying it might make it happen...as though there were any chance of him just letting them walk away. “If I cooperate, he’ll let you go.”

“Bullshit!” 

Penny tried to ignore the terrified tears in Michelle’s eyes. MJ was safe. Safe safe safe. The word pounded in her head along with her heartbeat. Now she just had to trust the Avengers. 

“Miss Jones has been rather upset with the accommodations here, so why don’t we get down to the business of what’s going to happen next.”

Behind her, Penny could feel his assistant’s presence, and she wondered if the woman had a gun. What kind of security did he have? How was he going to take this? Could she trust the Avengers?

“Just let her go and..” Penny started, but Norman held up a hand.

“Ah, one moment, Miss Parker. I think it’s my turn to speak if you don’t mind. You see, here’s what’s going to happen.” He made a gesture and the assistant stepped forward, placing two white pills on the table beside her untouched glass of water. “These are specially designed to work with your metabolism…” 

MJ, who had been left by the door and who Penny didn’t dare get up and try to embrace, started to shake her head. “No...no, you can’t make her...”

Norman cut her off without even looking up. “Quiet, Miss Jones, or I’ll have to ask you to leave the room.” The girl’s mouth shut with a click and Penny clenched her fists in her lap. “Now, these should put you to sleep for long enough that I’m able to transfer you to an adequate facility for someone with your enhancements. As soon as you take them, I’ll have my assistant escort Miss Jones to the lobby where she will be free to leave.” 

His assistant stepped forward to the table, placing the suitcase on top of it.

“If you’d rather, we have another way to convince you.” He lifted a hand, and the woman placed the briefcase on top of the table, then opened the latch and popped the lid open, keeping it upright as she pulled the gun out with practiced hands.

Penny took a deep breath, then grabbed the pills, ignoring MJ’s cry of protest urging her to stop, then swallowed them, downing half the glass of water. She trusted the Avengers. She did. No matter how her heart pounded and her hands shook. She trusted them.

“You see? If you’d just cooperated from the start, your aunt and uncle wouldn’t have needed to get hurt.” Norman reasoned, voice almost gentle.

Penny dropped her head, eyes closing. Trust the Avengers, she reminded herself. Trust the Avengers and follow the plan. “Where are you taking me?”

“I have a nice place off the coast. Very private. It’ll be a lovely place to die, Miss Parker.”

“Excellent.” His assistant’s voice started everyone, but Norman was the one to snap his head up to stare at her, eyebrows furrowed. Penny felt her chest tighten...this was the last part. Smoothly, the woman swung the gun to point it at Norman as she leaned forward, reaching under the table and pulling out a little rectangle that she held up for all to see. “Stark special. Records and streams to a nearby device.” 

“I beg your…”

The assistant slipped the device into her blouse, then reached under her chin, pulling and removing what Penny had to assume had been the Shield facial cloaking tech that Mr. Stark had told her about the day before. He’d also mentioned that it wouldn’t be Natasha’s first time using it. Just then, there was a familiar whine and blast outside, and MJ jumped to get out of the way as the door swung open, revealing Iron Man, followed by at least ten police officers, guns drawn. 

“Let’s see...murder, kidnapping of a minor, threatening a minor, attempting to drug a minor…” Iron Man listed them off, holding up one finger at a time. “Shitty villain monologue, all of that has to mean at least jail time. What do you think, Nat?” he asked as two police officers stepped inside, one grabbing Norman’s arm and snapping on a pair of handcuffs. MJ had somehow ended up beside Penny and was gripping her hand, face pale. Natasha dropped the gun, turning to them.

“Why don’t we get both of you back to the tower?”

Done. It was done. It had worked.

MJ shook her head, eyes wide. “But...Penny, you took…”

“Sugar pills,” Natasha assured the girl as Penny pushed herself to her feet, giving her girlfriend a shaky smile, her words coming out in a rush.

“They promised that Natasha could get in...that’s why…” She was cut off when MJ threw her arms around her, a choked sob caught in her throat as she hid her face in Penny’s shoulder. 

“Oh...god, Penny….he was going to…”

“I know.” Penny wrapped her arms around the other girl, carefully not to squeeze her too tightly. Her hair smelled the same, just like the cheap shampoo they’d been buying, and her eyes burned with tears that she tried not to shed. Not yet. Not in a room full of people with the police and Natasha Romanoff and Tony Stark. She was safe. Michelle was safe. She’d done it. She and the Avengers had saved Michelle and Norman Osborn was going to prison and it felt like she was going to break apart at any moment. 

“C’mon, you two,” Mr. Stark urged, putting a hand on Penny’s shoulder and squeezing gently. “Let’s go to another room at least.” And, with a hand tugging gently on her arm, he pulled her to her feet, Michelle coming along too. The girls followed him out of the room and into another one down the hall that Natasha unlocked, the four of them slipping inside to a nearly identical conference room.

“Michelle, are you hurt?” Natasha asked, pulling out a chair for Penny to sit in. She did, knees practically buckling under her. MJ pulled out her own chair, shaking her head, speaking in a shaky voice.

“No...no, he just...he had me locked in a room and he...he said that he was going to kill her…”

He could have killed her. He could have killed both of them. 

Penny dropped her head against MJ’s shoulder, barely aware of the other two occupants of the room as she finally let herself fall apart.

_**Thank you for reading!** _


	14. Family

_**Thank you so much to everyone who has been reading and reviewing!! This is the final chapter, but there will be an epilogue posted tomorrow :)** _

Tony exchanged a glance with Natasha, sure that he looked just as worried, if not more so, than her. After practically collapsing in her chair, the girl had broken down, face hidden in Michelle’s shoulder, her entire body shaking with sobs. He had wanted to get both girls back to the tower so that he could get MJ checked over by medical, but the girls clung to each other, Penny’s fingers digging into Michelle’s shirt as she cried. MJ, on the other hand, just held Penny, face so pale it was nearly translucent, one hand pressed to the back of Penny’s hair. Her eyes were open, darting around the room as if waiting for another attack, and he knew then that neither girl had relaxed in months. Had felt safe in months. 

“Michelle? My name is Natasha.” The woman crouched beside the girls, lifting a hand to rest on Michelle’s back. “Are you alright?”

The girl nodded, arms tight around Penny, looking vaguely sick.

“I’d like to take you to medical...get you back to the tower and have you looked over. Is that alright?” 

MJ nodded again, taking a shuddering breath, and then pulled away from Penny just a little. “Come on. We have to go...let’s get out of here.” 

Penny just stared at her for a moment, then nodded as well, and Tony stepped forward, catching her arm and helping her stand on shaky legs. Natasha kept an arm around Michelle, and together, they led the girls out of the conference room. A few employees glanced up at them as they passed, seeming confused to see Tony Stark and Natasha Romanoff with two teenage girls, but no one questioned them. No one even spoke to them as Tony took the lead, opening the building’s front door and walking out, all of them ignoring the legion of police cars as Tony opened the back door of the black car waiting for them. 

Natasha took MJ to another car, and for a moment, Penny balked, watching her girlfriend climb into the back with Natasha. 

“Hey, kiddo...Pen?” 

Penny turned to look at him, eyes wide and desperate and afraid. It was over, and he knew what it was like...how it felt to have every ounce of adrenaline leave you after something like this. “It’s okay. I’m getting you back to the tower, okay? You and Michelle both. Natasha is going to get Michelle to the medbay to make sure she’s okay. Are you okay?” 

“I’m...I’m fine. Yeah. He...he didn’t do anything to me…”

“Alright. Good.” Tony smiled, or tried to. That had been the plan. Get Norman to confess on tape. Get the police to take him. Get Michelle and Penny both out of there. “Norman’s going to jail. You’re alright. Both of you.”

“I don’t...I don’t know...what to do…” Penny whispered, lip trembling as they stood outside the car. 

“Right now, we’re going to get in the car…”

“No...no after...Michelle...she can go back to her family. She...she can go back to her parents. They’re not great but...they’re something. She has a home. I...I don’t…” Tears filled the girl’s eyes, and she looked so small all of a sudden. So tired. So young. Her aunt and uncle had been killed in front of her and she’d been on the run for months, afraid for her life and the life of her girlfriend. She’d worked for a mutant circus run by a creep, from what he’d been able to gather. She’d been shot and had woken up in a strange place and had put everything on the line to trust him. Now she was homeless. Alone.

But not if he could help it.

“Hey, look at me,” he urged, placing his hands on her shoulders. “You’re going to be fine. I’ll make sure of it. You’ll have a place to live. I’m not going to leave you without a home.” 

“I can’t...Mr. Stark, I can’t stay with you…”

“Why not? I’ve got room.” She just shook her head, shoulders deflating, tears running down her cheeks. The girl looked around, almost wildly, and Tony gripped her shoulder hard, trying to ground her. “Hey, kiddo...take a breath.” 

“I can’t...I don’t know…” She lifted her hand, pressing it to her chest, and then the girl closed her eyes, biting back a sob. “Mr. Stark, I’m…”

“You’re okay. I know...you’re going to be okay. Here, sit down.” He ushered her into the back of the car, sliding in beside her and shutting the door. “Back to the tower, Hap.” He pushed a button, raising the partition between them and his driver, trying not to give into the familiar discomfort with being driven anywhere rather than driving himself. Still, the girl needed someone with her. Penny leaned forward, elbows resting on her knees, her hands hiding her face.

He placed a firm hand on her back, rubbing back and forth. “I know...kiddo...it’s alright.” 

Penny shook her head, but he went on, voice soft.

“He’s gone. You’re safe. You can stay with me, okay? The Avengers are...they’re like a family.” He pressed his lips together. It wasn’t a lie...he would make it true. They would be a family. He would make sure they were a family because she needed a family. “We have room for one more. And if you hate that idea, it’ll be temporary, okay? I’ll find you another family or I’ll find you an apartment or I’ll give you a floor in my tower. Whatever you need, kid, you’ve got it.”

The girl looked up then, huge brown eyes filled with tears. “I can’t ask you to…”

“You’re not asking,” he corrected gently. “I’m Tony Stark, kid. I do what I want.” That, finally, got a small smile out of her. An almost laugh. And Tony smiled, patting her shoulder. “I’ll get you in school again. The same school, if you want. We’ll figure that out. And you can go back to the whole superhero thing. The Amazing Spider-Girl, right?” 

She snorted, giving a little shrug and flushing. “Some superhero I was.”

“I think you’ll be the best of all of us.” 

Penny stared at him, taken aback, but he just smiled. It was true. Looking at this girl in the car beside him, too pale and still afraid, he couldn’t help but think of the videos. Of the rabbit hole he’d gone down after Ned had caught him up. Penny Parker. The Amazing Spider-Girl...it had seemed almost too crazy to be true. But Penny had been saving people. Had gotten superpowers and immediately set to using them to help. What else could he call her but a superhero? “I mean it. I saw those people you saved. You caught a bus with your bare hands. You’ve got skills, kid.”

When she laughed again, he thought he saw a glimpse of the girl he’d seen in the footage from Oscorp. Penny Parker, just a child. A member of the robotics club, top of her class, on the academic decathlon team. The girl who seemed to only have two friends, but they were good ones. A child that Norman Osborn had hunted down. Terrorized. Forced to go on the run and join a circus, of all things. 

“Seriously, kid.” He leaned in, hand still resting on her back. “You’re a superhero. You had the ability to help people, so you did. That’s pretty amazing...not many people do that.”

“You did.”

He softened. The girl looked up to him. He’d kind of suspected...she’d wanted to work for him. But to hear her say it made something in him twist just a little. She was just a kid, and she’d wanted to work for him when she grew up. And he would make it happen. “Yeah. After being kidnapped and learning that my company was selling weapons to terrorists. All it took for you was a spider bite.”

“Radioactive spider bite,” she corrected, seeming to regain a little of her color as she smiled. 

“Right. Can’t forget that part. You’re impressive, kid. What you did, getting away from Osborn and surviving on your own...you shouldn’t have had to do that. It shouldn’t have ever been necessary. But you did it.”

“MJ did it. Without her…” Penny dropped her eyes, looking almost ashamed. “I didn’t know what to do.”

“You both did it. You survived. But you’re not going to have to go through anything like that again. Not alone.” As he said the words, he knew that they were true. That he cared so much about this young superhero who had done her very best in a hopeless situation. Who had come to him even though she’d been scared because her girlfriend had been in danger and she’d been desperate to save her. “You’re okay now, Penny. I promise. Michelle is okay, and you’re going to be okay. You don’t have to worry about a place to stay or any of that. I’m going to take care of it.”

Penny looked at him for a long time, hope and fear warring in her eyes, until finally, she gave a tiny nod, lip quivering, and just like that evening a few days ago when she’d been hurt and so scared, she leaned into his side, letting him wrap his arms around her, trusting him to keep her safe.

And he would. 

The tower, when they finally reached it, was a welcome sight. Penny hadn’t fallen asleep, exactly, but the girl was dozing against his side, eyes fluttering open every few seconds as she fought to stay awake. He was sure that, as soon as she saw MJ, she’d be wide-awake again. As he’d held her, watching the streets of New York zip by, he’d been planning. She would need to go to school. And he would need to make sure she could stay with him. He had already texted Pepper to call their lawyers and make it happen. The Avengers could all meet her. And...and he’d set up a room for her. 

How could he trust anyone else to take care of her? How could he send her to a family that might not understand? That might not want her to be a superhero, or that might not take care of her like she deserved to be taken care of? 

No. He would do it. Unless she hated him, his brain whispered back. Unless she didn’t want to stay with him.

If it came to that, he told that part of his mind, the part that was always so ready to doubt, sharply, then he would deal with it. Find a good family. For now, though, Penny would stay with him. He’d never wanted kids, he realized as they pulled into the tower’s garage. But this kid...there was something about her. He knew that he didn’t really know her. Not yet. But he would. They would get to know each other and she would learn to trust him and...and maybe…

Maybe this girl would be his family.

Tony was loath to pull Penny out of her doze, but once they were parked, all it took was a gentle hand squeezing her shoulder for her to jerk awake, looking around wide-eyed before realizing where they were. “Come on, kiddo. Let’s check on MJ and get you something to eat, huh?”

She nodded, wiping a hand over her face and fighting a yawn. As soon as she got something to eat, he was going to try to get her to finally get some sleep. He knew that she hadn’t slept the night before. Friday had let him know that she’d tossed and turned all night, finally just getting up and pacing the room until it was time. And he couldn’t really blame her. Had it been Pepper being held hostage, he never would have been able to wait. 

Michelle was sitting on a hospital bed, her feet hanging off the side, a blood pressure cuff wrapped around her upper arm as Helen read the display. Beside him, Penny tensed, and he placed a hand on her shoulder when she swayed a little. “I’m going to go find you something to eat, okay?”

“You can come sit with her if you want,” Helen offered, turning to them with a soft smile. “I’d like to take a look at you as well, if you don’t mind.”

“Go ahead, kiddo. I’ll be right back with food,” Tony urged, and Penny gave him a quick, grateful smile before hurrying over to MJ’s side. Michelle held out a hand that Penny took, climbing up onto the bed beside her.

Tony left them alone, hoping to let them have a moment as he grabbed a tray and filled it with whatever he could find...pudding cups and a container of salad that Pepper had made the day before. A bowl of grapes. Two apples. A plastic baggie of carrots. A container of lime jello. Looking down at the mish mash of food, he chuckled a little at himself, shaking his head and carrying the tray back down to the medbay.

Helen was waiting for him outside the medbay door, glancing down at his tray in bemusement. “Very...balanced,” she remarked, eyes going from the carrots to the pudding.

“I’ll order them some lunch. Just thought they might like something to tide them over. How are they doing?”

“Michelle was a little dehydrated, but otherwise fine. Penny...she seems to be having some trouble with anxiety, but I think she’s going to be okay.”

Tony deflated a little and gave a relieved smile. “Yeah?”

“She’ll be fine. Am I to understand that she’ll be staying here?”

“She will. I’m going to have Pepper start ordering furniture but I figured I could put her in a guest room for now. Michelle too, if she wants to stay until we figure out a way to bring this to the press.”

“Well, I have a fridge down here where you can leave the tray.”

Tony lifted an eyebrow and Helen smiled, then opened the door softly, revealing the hospital bed once more. MJ lay on her side, facing away from the door, obviously sound asleep. Beside her, an arm wrapped firmly around her, lay Penny, dead to the world just like her girlfriend. Tony had to smile, leaning against the door jamb.

“Well...I guess I’ll hold off for a bit on lunch.” He offered the tray to Helen who snorted and snatched a grape. He took one for himself, then shut the door behind him, deciding to let them get some sleep. They’d certainly earned it.

_**Thank you for reading!** _


	15. Epilogue

**I hope that you guys have enjoyed this story as much as I enjoyed writing it!! Thank you so much to everyone who has been reading!**

**15: Epilogue**

Penny tapped her pen on her desk, staring down at her Chemistry homework. Her new suit sat folded on her perfectly made bed, mask thrown careless on top of her pillows where she'd discarded it upon climbing through the window. She'd been back in school for three weeks now, and she still had a ton of work to catch up on, but Mr. Stark had made sure to speak to both her teachers and her principal, making sure they all understood that she would need a little extra time to complete everything. She'd managed to divide the work up with MJ's help, working on a little every evening after patrols and before dinner, which was every night at 6.

Pulling the plush blanket more firmly around her shoulders, she brought her legs up and huddled underneath the comforter wrapped around her, blinking hard at the equation she was trying to balance and forcing her eyes to focus. It felt like she'd been working non-stop the entire month she'd been living with Mr. Stark and his fiancee to catch up on everything, despite his assurances that she could take her time...that even if she was behind for a little while, it wasn't the end of the world.

Michelle had gone home the day after the two of them had woken up in that hospital bed, curled up together, a blanket pulled up over them. Mr. Stark had ordered food for them, and then he'd asked Michelle if she was sure she wanted to go home to her parents. They'd had a long talk, with Penny mostly staying out of it, trying not to think about her own family and how such a talk was unnecessary for her. Finally, MJ had told him that she did want to go home and he'd promised to offer whatever support he could, including paying for any medical care or rehabilitation programs that her parents might need, along with giving them a hand with bills and job hunting.

MJ had put her face in her hands and cried, and Penny had felt so alone...so disconnected from the both of them, that all she'd been able to do was stare at the ground and listen, feeling MJ's shoulders shake against her own. And then Mr. Stark had started making arrangements and Penny had been led to a guest room at the tower and things had seemed to be passing her by just like the first day after May and Ben had been shot.

Mr. Stark had found her in the guest room a few hours later. MJ hadn't been with him, and she hadn't looked up from where she'd been laying in bed, curled up under a throw blanket, staring straight ahead at the wall. He'd hesitated for a moment before sitting on the edge of the bed, not touching her for a long time before placing a hand on her shoulder. "How are you feeling, kiddo?" he'd asked, squeezing her arm.

Penny had just shrugged, not knowing how to put any of it into words.

"Michelle is in the room next door…she's getting some rest. Do you want to talk to her?"

She'd shaken her head. It was over, she'd been sure. Something...something had made her so sure. "She doesn't want to talk to me."

"Why would you think that?" Mr. Stark had asked.

"Because...because this is my fault. All of it...it was my fault we had to run and my fault she was away from her family. My fault that we had to work for that stupid circus and...it's my fault that Osborn took her."

"Penny…"

"I should have run away on my own. I shouldn't have dragged her into it." Tears had filled her eyes, one sliding down her cheek and dripping onto her pillow. "I just didn't want to be alone, Mr. Stark."

"I know."

They'd had this conversation before. Penny had said those words to him before. But it was still true and it had still hurt to know that it was her fault.

"You're not alone anymore, kiddo. You know that, right?"

"She won't...MJ doesn't want to be my girlfriend anymore," she had whispered, closing her eyes as another tear fell.

"Why would you say that?" He had asked, a thumb rubbing over the side of her arm. "Did she say something?"

Penny had shaken her head. "No...she hasn't said anything."

"You've both been through a lot in the last few months. And it hasn't been easy...not on either of you. Maybe give her a few days. Let her get used to things." He'd hesitated, taking a deep breath, and then he'd given a gentle smile. "I was wondering if you had any questions...about staying here." She had looked up at him, still struggling to take it all in. Still feeling as though she was far removed from her own body. He'd met her eyes then, his own narrowing in concern. "Kiddo? Hey, look at me." He'd slipped a hand under her chin, turning her face until she was meeting his eyes. "You're okay. You're safe now, Pen. I promise. Norman is going to jail."

She had blinked a few times, trying her best to come back to the present, but after a moment, he'd just put his hand on her head. "Why don't I get you something to eat, huh?"

Instead of making her talk, Mr. Stark had fed her a plate piled with homemade pasta, and then he'd led her to the living room where he'd scrolled through movies at random until she'd picked one. And that had been that. No hard conversations. No demands that she answer any questions. About halfway through the movie, MJ had emerged from her room, hesitating in the doorway until Mr. Stark had asked her to join them. And she had, taking a seat on the sofa beside Penny. By the end of the movie, her head had been resting on Penny's shoulder, and Mr. Stark had draped a blanket over the both of them.

They hadn't talked before MJ had left the next day, but her girlfriend had gripped her hand giving her a tenuous smile before getting in a car driven by Mr. Stark's driver and heading home. Penny had been left standing beside Mr. Stark, his hand resting on her shoulder.

Mr. Stark didn't have a lot of rules, but dinner every night at 6 was one of them. Apart from that, Penny had to tell him when she was patrolling, and she had to keep her grades up and finish all of her homework, none of which had been an issue so far, especially with the extensions he'd made sure she got. True to his word, he'd also made sure that MJ's parents had access to any medical care they may need. Last Penny had heard, they were both working hard to get sober, and, according to MJ, they were doing great. Although neither MJ nor Penny was ready to tell them about their relationship, Penny was still happy for them, and for Michelle.

As she joined Mr. Stark and his fiancee in the dining room, it struck her that this felt almost normal, the same way that being on the run and working for Skip had started to feel normal. Penny supposed that anything could feel normal if you did it for long enough. But before, when she and MJ had been running, and when she'd been working for the circus, her weird sixth sense had always been going off...had always been warning her that she wasn't quite safe. Now, living with Mr. Stark and Pepper...it was quiet. Always. It had taken her a day or two to figure it out, why she wasn't so tired and on edge anymore. And then it had hit her.

She was safe.

Penny took a seat at the dining room table, muttering her thanks to Pepper when the woman passed her a plate filled with homemade stir fry, and Mr. Stark sat on her other side. It was almost like he was her father...but she wasn't quite ready for that step. At the moment, he was technically her foster parent, but he'd been sure to tell her that if she wanted, they would take the next step to adoption...Penny wasn't sure how she felt about that.

Either way, he'd promised that she would always have a home with him for as long as she needed one.

"Hey, kiddo. How was school?"

"Fine," she told him through a mouth full of noodles.

"How were patrols?"

"Easy. I stopped a guy trying to rob a bodega." Penny swallowed her pasta and made herself pause and finish speaking before taking another bite, trying to forget weeks of eating almost nothing but peanut butter sandwiches and takeout. "And I helped a little girl get her cat out of a tree."

He smiled, nodding along, and for a moment, her chest gave a tiny stab, just a little ache. Mr. Stark reminded her of Ben sometimes...in the way he smiled at her. The way he listened when she spoke and ruffled her hair and cared...Uncle Ben had loved her so much. And Mr. Stark...well, she didn't think he loved her, exactly. How could he? She'd only been living with him for two and a half months. But he cared about her. That much was obvious. For some reason, he'd crossed state lines to find her when he'd just thought she was another runaway mutant.

And then he'd helped with Norman Osborn. Given her a place to stay. Helped her girlfriend. Woken her up from nightmares and sat at her bedside while she cried and, after a few nights of that, pulled her into his arms, resting her head on his shoulder and promising that it was okay. That she was safe. That the bad times were over. Lately, she thought, she was starting to let herself believe that.

"How's the homework?"

Penny shrugged. "Not bad. I'm getting closer."

"Remember, you've got all the time you need," Pepper reminded her.

"I know...I just want to get caught up."

"You will," Mr. Stark reassured, nudging the bowl of food closer. She'd only been staying with him a day when the weeks of barely eating had caught up with her. Penny had woken up feeling lightheaded, and when she'd started to head to the bathroom to take a shower, she'd suddenly found herself on the floor, flanked by Mr. Stark and a woman she'd immediately recognized as Helen Cho.

"Penny? Are you with us?" Helen had asked, pressing her fingers to Penny's throat.

"I...yeah…" She'd blinked a few times, unable to get rid of the fuzzy outline around her vision.

"Alright, honey. We're going to help you sit up and then I want you to drink this." Penny had nodded, letting Mr. Stark ease her into a sitting position, and the doctor had put a straw to her lips. The liquid had turned out to be orange juice, and it had taken two glasses before she'd felt well enough to stand on her own, after which she'd been immediately whisked down to the medbay to be looked over.

From then on, Mr. Stark made sure snacks were always within easy reach, and that meals were big enough for her enhanced metabolism.

She took another serving of the stir fry, then, when dinner was finished, she took her plate to the sink and began to wash the dishes, a holdover from her previous life that she didn't want to let go of. It had been a deal between her and May...whoever didn't cook did the dishes. Neither Mr. Stark nor Pepper had argued much when she'd insisted on cleaning up after dinner, just leaving her to it and doing their part to sweep the dining room and clear the table.

Tonight, however, Mr. Stark joined her at the sink, grabbing a towel and drying the dishes that Penny washed. Sure he had a reason for joining her, Penny kept quiet.

"So...how have you been doing, kiddo? Really?"

"Um...yeah. I'm okay." It was somewhat true. At first, going back to school had been kind of weird, and not everyone had been nice to her. Homework had seemed overwhelming, and the nightmares had been almost constant. It was all getting better, though, something she was eternally grateful for. Patrols helped, as did feeling safe in her own home again...and the tower really was like her home now. She felt like she was finally starting to trust that.

"Good. You been sleeping okay?"

Penny nodded, staring down into the dishwater. At first she'd been embarrassed about the nightmares. But Mr. Stark had never seemed upset or put out. Instead, he'd just held her, promising that everything was okay. That he was there. That he'd stay until she went back to sleep. And he always had.

"So...I got a call from your principal." That made Penny's head jerk up, and she looked up at him with wide eyes. Had she gotten in trouble? But one look at his face eased her fears. He was smiling. "He said you were doing a great job. Your grades are excellent, and you're catching up on your homework."

"Oh…"

He chuckled, patting her back. "He also said that your next Academic Decathlon meet was in DC...and that you should have a permission slip to sign."

"Oh." Penny hadn't forgotten. It had just been a weird thought...taking a permission slip to Tony Stark and asking him for thirty bucks to cover her food. But the man just smiled, lifting an eyebrow.

"Yeah...so do you have that permission slip?"

"You really don't have to…"

He sobered then, leaning his hip against the counter and crossing his arms. "Pen, I'm your guardian. You know that, right?"

"Yeah."

"And I know it's all still new and maybe a little weird...hell, foster parent wasn't a title I thought I'd ever have. But I knew what I was signing up for. You need a permission slip signed, I can sign it. You need $200 for food, I've got it."

"Two hundred…" she started, stunned into interrupting.

"Whatever it is you need, kid...that's what I'm here for."

For a moment, she was silent. Then, in a rush, she let herself speak, her doubts spilling out of her. "But you didn't even know me! I was just some random runaway kid that you found at the circus!" Swallowing, she dropped her eyes. "It doesn't make sense, Mr. Stark."

Mr. Stark reached out, dropping a hand on her shoulder, then slipped another hand under her chin and pulling until she looked at him. He looked as serious as she'd ever seen him, but also soft. Gentle. "Pen, kiddo...you weren't some random kid I found at the circus. You were Spider-Girl. You were a kid that got superpowers and tried to help people. That's pretty damn impressive. And not just that. You were a kid that was going to face down the man that had killed your family to save your girlfriend." He cupped her cheek, leaning in. "You're one of the best kids I've ever met, Pen, and if anyone deserves to have a family, it's you. And god knows my father was no kind of example, and god knows I'll probably mess up any time now...but I want to give you a family. I want...I want all of us, you and me and Pep...I want us to be a family."

Reaching out, he pulled her close, and Penny let herself be pulled, resting her head on his chest with eyes that were growing hot.

"I mean it, Pen. My dad sucked." She snorted a little, sniffing and wiping her eyes. "But I'm trying to break that cycle of shame, okay?"

Penny nodded, pulling away and smiling up at the man that she would come to think of as her father. "Okay."

"Sounds good." He turned back to the sink, drying the next plate, and Penny went back to the dishes. "So. DC. Pretty exciting. Will $300 cover food?"

"Mr. Stark, how much do you think food costs?"

The sound of Pepper's laughter floated in from the kitchen, and her phone buzzed with a text that had to be from Ned or MJ, and Penny knew, as Mr. Stark chuckled and upped his offer to $350, that things were going to be okay. That this really would be her new family.

_**The End** _


End file.
